As Passed by the Senate

127th General Assembly Regular Session 2007-2008

Sub. H. B. No. 332

Representative Wagoner 

Cosponsors: Representatives Combs, Webster, Seitz, Yates, Latta, McGregor, J., Hite, Stebelton, Oelslager, Coley, Hughes, Bacon, Barrett, Batchelder, Beatty, Blessing, Bolon, Book, Boyd, Brown, Budish, Chandler, Collier, DeBose, Distel, Dolan, Domenick, Evans, Fende, Fessler, Flowers, Foley, Garrison, Gerberry, Gibbs, Harwood, Huffman, Koziura, Letson, Luckie, Lundy, Mallory, McGregor, R., Mecklenborg, Okey, Patton, Sayre, Schindel, Setzer, Sykes, Szollosi, Ujvagi, Wolpert, Yuko, Zehringer 

Senators Seitz, Faber, Goodman, Boccieri, Buehrer, Spada, Fedor, Grendell, Harris, Kearney, Morano, Niehaus, Padgett, Roberts, Schuler, Mason, Sawyer, Miller, R., Smith 

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A BILL

To amend sections 111.16, 150.05, 1322.03, 1329.01,

1

1329.02, 1329.04, 1701.05, 1702.05, 1703.04,

2

1705.05, 1782.02, 1782.20, 1782.60, 2329.66,

3

4715.22, 4749.03, 5810.11, and 5815.35, to enact

4

sections 1775.66, 1776.01 to 1776.08, 1776.10 to

5

1776.12, 1776.21 to 1776.24, 1776.31 to 1776.38,

6

1776.41 to 1776.58, 1776.61 to 1776.79, 1776.81

7

to 1776.89, 1776.91, 1776.92, 1776.95, 1776.96,

8

1777.07, 1779.12, 1782.64, and 2307.30, and to

9

repeal, effective January 1, 2010, sections

10

1775.01, 1775.02, 1775.03, 1775.04, 1775.05,

11

1775.06, 1775.07, 1775.08, 1775.09, 1775.10,

12

1775.11, 1775.12, 1775.13, 1775.14, 1775.15,

13

1775.16, 1775.17, 1775.18, 1775.19, 1775.20,

14

1775.21, 1775.22, 1775.23, 1775.24, 1775.25,

15

1775.26, 1775.27, 1775.28, 1775.29, 1775.30,

16

1775.31, 1775.32, 1775.33, 1775.34, 1775.35,

17

1775.36, 1775.37, 1775.38, 1775.39, 1775.40,

18

1775.41, 1775.42, 1775.45, 1775.46, 1775.47,

19

1775.48, 1775.49, 1775.50, 1775.51, 1775.52,

20

1775.53, 1775.54, 1775.55, 1775.56, 1775.61,

21

1775.62, 1775.63, 1775.64, 1775.65, 1777.01,

22

1777.02, 1777.03, 1777.04, 1777.05, 1777.06,

23

1779.01, 1779.02, 1779.03, 1779.04, 1779.05,

24

1779.06, 1779.07, 1779.08, 1779.09, 1779.10, and

25

1779.11 of the Revised Code to adopt the Revised

26

Uniform Partnership Act to be known as the "Ohio

27

Uniform Partnership Act (1997)," to establish that

28

on and after January 1, 2009, the act governs new

29

partnerships and partnerships that elect to be

30

governed by the act, to establish that effective

31

January 1, 2010, the act governs all partnerships

32

in Ohio, and to establish that effective January

33

1, 2010, the existing Ohio Partnership Law no

34

longer governs partnerships.

35

BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF OHIO:

Section 1. That sections 111.16, 150.05, 1322.03, 1329.01,	36
1329.02, 1329.04, 1701.05, 1702.05, 1703.04, 1705.05, 1782.02,	37
1782.20, 1782.60, 2329.66, 4715.22, 4749.03, 5810.11, and 5815.35	38
be amended and sections 1775.66, 1776.01, 1776.02, 1776.03,	39
1776.04, 1776.05, 1776.06, 1776.07, 1776.08, 1776.10, 1776.11,	40
1776.12, 1776.21, 1776.22, 1776.23, 1776.24, 1776.31, 1776.32,	41
1776.33, 1776.34, 1776.35, 1776.36, 1776.37, 1776.38, 1776.41,	42
1776.42, 1776.43, 1776.44, 1776.45, 1776.46, 1776.47, 1776.48,	43
1776.49, 1776.50, 1776.51, 1776.52, 1776.53, 1776.54, 1776.55,	44
1776.56, 1776.57, 1776.58, 1776.61, 1776.62, 1776.63, 1776.64,	45
1776.65, 1776.66, 1776.67, 1776.68, 1776.69, 1776.70, 1776.71,	46
1776.72, 1776.73, 1776.74, 1776.75, 1776.76, 1776.77, 1776.78,	47
1776.79, 1776.81, 1776.82, 1776.83, 1776.84, 1776.85, 1776.86,	48
1776.87, 1776.88, 1776.89, 1776.91, 1776.92, 1776.95, 1776.96,	49
1777.07, 1779.12, 1782.64, and 2307.30 of the Revised Code be	50
enacted to read as follows:	51

Sec. 111.16.  The secretary of state shall charge and	52
collect, for the benefit of the state, the following fees:	53

(A) For filing and recording articles of incorporation of a	54
domestic corporation, including designation of agent:	55

(1) Wherein the corporation shall not be authorized to issue	56
any shares of capital stock, one hundred twenty-five dollars;	57

(2) Wherein the corporation shall be authorized to issue	58
shares of capital stock, with or without par value:	59

(a) Ten cents for each share authorized up to and including	60
one thousand shares;	61

(b) Five cents for each share authorized in excess of one	62
thousand shares up to and including ten thousand shares;	63

(c) Two cents for each share authorized in excess of ten	64
thousand shares up to and including fifty thousand shares;	65

(d) One cent for each share authorized in excess of fifty	66
thousand shares up to and including one hundred thousand shares;	67

(e) One-half cent for each share authorized in excess of one	68
hundred thousand shares up to and including five hundred thousand	69
shares;	70

(f) One-quarter cent for each share authorized in excess of	71
five hundred thousand shares; provided no fee shall be less than	72
one hundred twenty-five dollars or greater than one hundred	73
thousand dollars.	74

(B) For filing and recording a certificate of amendment to or	75
amended articles of incorporation of a domestic corporation, or	76
for filing and recording a certificate of reorganization, a	77
certificate of dissolution, or an amendment to a foreign license	78
application:	79

(1) If the domestic corporation is not authorized to issue	80
any shares of capital stock, fifty dollars;	81

(2) If the domestic corporation is authorized to issue shares	82
of capital stock, fifty dollars, and in case of any increase in	83
the number of shares authorized to be issued, a further sum	84
computed in accordance with the schedule set forth in division	85
(A)(2) of this section less a credit computed in the same manner	86
for the number of shares previously authorized to be issued by the	87
corporation; provided no fee under division (B)(2) of this section	88
shall be greater than one hundred thousand dollars;	89

(3) If the foreign corporation is not authorized to issue any	90
shares of capital stock, fifty dollars;	91

(4) If the foreign corporation is authorized to issue shares	92
of capital stock, fifty dollars.	93

(C) For filing and recording articles of incorporation of a	94
savings and loan association, one hundred twenty-five dollars; and	95
for filing and recording a certificate of amendment to or amended	96
articles of incorporation of a savings and loan association, fifty	97
dollars;	98

(D) For filing and recording a certificate of conversion,	99
including a designation of agent, a certificate of merger, or a	100
certificate of consolidation, one hundred twenty-five dollars and,	101
in the case of any new corporation resulting from a consolidation	102
or any surviving corporation that has an increased number of	103
shares authorized to be issued resulting from a merger, an	104
additional sum computed in accordance with the schedule set forth	105
in division (A)(2) of this section less a credit computed in the	106
same manner for the number of shares previously authorized to be	107
issued or represented in this state by each of the corporations	108
for which a consolidation or merger is effected by the	109
certificate;	110

(E) For filing and recording articles of incorporation of a	111
credit union or the American credit union guaranty association,	112
one hundred twenty-five dollars, and for filing and recording a	113
certificate of increase in capital stock or any other amendment of	114
the articles of incorporation of a credit union or the	115
association, fifty dollars;	116

(F) For filing and recording articles of organization of a	117
limited liability company, for filing and recording an application	118
to become a registered foreign limited liability company, for	119
filing and recording a registration application to become a	120
domestic limited liability partnership, or for filing and	121
recording an application to become a registered foreign limited	122
liability partnership, one hundred twenty-five dollars;	123

(G) For filing and recording a certificate of limited	124
partnership or an application for registration as a foreign	125
limited partnership, or for filing an initial statement of	126
partnership authority pursuant to section 1776.33 of the Revised	127
Code, one hundred twenty-five dollars.	128

(H) For filing a copy of papers evidencing the incorporation	129
of a municipal corporation or of annexation of territory by a	130
municipal corporation, five dollars, to be paid by the municipal	131
corporation, the petitioners therefor, or their agent;	132

(I) For filing and recording any of the following:

133

(1) A license to transact business in this state by a foreign	134
corporation for profit pursuant to section 1703.04 of the Revised	135
Code or a foreign nonprofit corporation pursuant to section	136
1703.27 of the Revised Code, one hundred twenty-five dollars;	137

(2) A biennial report or biennial statement pursuant to	138
section 1775.63, 1776.83, or 1785.06 of the Revised Code,	139
twenty-five dollars;	140

(3) Except as otherwise provided in this section or any other	141
section of the Revised Code, any other certificate or paper that	142
is required to be filed and recorded or is permitted to be filed	143
and recorded by any provision of the Revised Code with the	144
secretary of state, twenty-five dollars.	145

(J) For filing any certificate or paper not required to be	146
recorded, five dollars;	147

(K)(1) For making copies of any certificate or other paper	148
filed in the office of the secretary of state, a fee not to exceed	149
one dollar per page, except as otherwise provided in the Revised	150
Code, and for creating and affixing the seal of the office of the	151
secretary of state to any good standing or other certificate, five	152
dollars. For copies of certificates or papers required by state	153
officers for official purpose, no charge shall be made.	154

(2) For creating and affixing the seal of the office of the	155
secretary of state to the certificates described in division (E)	156
of section 1701.81, division (E) of section 1701.811, division (E)	157
of section 1705.38, division (E) of section 1705.381, division (D)	158
of section 1702.43, division (E) of section 1775.47, division (E)	159
of section 1775.55, division (E) of section 1776.70, division (E)	160
of section 1776.74, division (E) of section 1782.433, or division	161
(E) of section 1782.4310 of the Revised Code, twenty-five	162
dollars.	163

(L) For a minister's license to solemnize marriages, ten	164
dollars;	165

(M) For examining documents to be filed at a later date for	166
the purpose of advising as to the acceptability of the proposed	167
filing, fifty dollars;	168

(N) Fifty dollars for filing and recording any of the	169
following:	170

(1) A certificate of dissolution and accompanying documents,	171
or a certificate of cancellation, under section 1701.86, 1702.47,	172
1705.43, 1776.65, or 1782.10 of the Revised Code;	173

(2) A notice of dissolution of a foreign licensed corporation	174
or a certificate of surrender of license by a foreign licensed	175
corporation under section 1703.17 of the Revised Code;	176

(3) The withdrawal of registration of a foreign or domestic	177
limited liability partnership under section 1775.61 or, 1775.64,	178
1776.81, or 1776.86 of the Revised Code, or the certificate of	179
cancellation of registration of a foreign limited liability	180
company under section 1705.57 of the Revised Code;	181

(4) The filing of a statement of denial under section 1776.34	182
of the Revised Code, a statement of dissociation under section	183
1776.57 of the Revised Code, a statement of disclaimer of general	184
partner status under Chapter 1782. of the Revised Code, or a	185
cancellation of disclaimer of general partner status under Chapter	186
1782. of the Revised Code.	187

(O) For filing a statement of continued existence by a	188
nonprofit corporation, twenty-five dollars;	189

(P) For filing a restatement under section 1705.08 or 1782.09	190
of the Revised Code, an amendment to a certificate of cancellation	191
under section 1782.10 of the Revised Code, an amendment under	192
section 1705.08 or 1782.09 of the Revised Code, or a correction	193
under section 1705.55, 1775.61, 1775.64, 1776.12, or 1782.52 of	194
the Revised Code, fifty dollars;	195

(Q) For filing for reinstatement of an entity cancelled by	196
operation of law, by the secretary of state, by order of the	197
department of taxation, or by order of a court, twenty-five	198
dollars;	199

(R) For filing a change of agent, resignation of agent, or	200
change of agent's address under section 1701.07, 1702.06,	201
1703.041, 1703.27, 1705.06, 1705.55, 1746.04, 1747.03, or 1782.04	202
of the Revised Code, twenty-five dollars;	203

(S) For filing and recording any of the following:

204

(1) An application for the exclusive right to use a name or	205
an application to reserve a name for future use under section	206
1701.05, 1702.05, 1703.31, 1705.05, or 1746.06 of the Revised	207
Code, fifty dollars;	208

(2) A trade name or fictitious name registration or report,	209
fifty dollars;	210

(3) An application to renew any item covered by division	211
(S)(1) or (2) of this section that is permitted to be renewed,	212
twenty-five dollars;	213

(4) An assignment of rights for use of a name covered by	214
division (S)(1), (2), or (3) of this section, the cancellation of	215
a name registration or name reservation that is so covered, or	216
notice of a change of address of the registrant of a name that is	217
so covered, twenty-five dollars.	218

(T) For filing and recording a report to operate a business	219
trust or a real estate investment trust, either foreign or	220
domestic, one hundred twenty-five dollars; and for filing and	221
recording an amendment to a report or associated trust instrument,	222
or a surrender of authority, to operate a business trust or real	223
estate investment trust, fifty dollars;	224

(U)(1) For filing and recording the registration of a	225
trademark, service mark, or mark of ownership, one hundred	226
twenty-five dollars;	227

(2) For filing and recording the change of address of a	228
registrant, the assignment of rights to a registration, a renewal	229
of a registration, or the cancellation of a registration	230
associated with a trademark, service mark, or mark of ownership,	231
twenty-five dollars.	232

(V) For filing a service of process with the secretary of	233
state, five dollars, except as otherwise provided in any section	234
of the Revised Code.	235

Fees specified in this section may be paid by cash, check, or	236
money order, by credit card in accordance with section 113.40 of	237
the Revised Code, or by an alternative payment program in	238
accordance with division (B) of section 111.18 of the Revised	239
Code. Any credit card number or the expiration date of any credit	240
card is not subject to disclosure under Chapter 149. of the	241
Revised Code.	242

Sec. 150.05.  (A) The authority shall select, as program	243
administrators, not more than two private, for-profit investment	244
funds to acquire loans for the program fund and to invest money in	245
the program fund as prescribed in the investment policy	246
established or modified by the authority in accordance with	247
sections 150.03 and 150.04 of the Revised Code. To be eligible for	248
selection, an investment fund must be incorporated or organized	249
under Chapter 1701., 1705., 1775., 1776., 1782., or 1783. of the	250
Revised Code, must have an established business presence in this	251
state, and must be capitalized in accordance with any state and	252
federal laws applicable to the issuance or sale of securities.	253

The authority shall select program administrators only after	254
soliciting and evaluating requests for proposals as prescribed in	255
this section. The authority shall publish a notice of a request	256
for proposals in newspapers of general circulation in this state	257
once each week for two consecutive weeks before a date specified	258
by the authority as the date on which it will begin accepting	259
proposals. The notices shall contain a general description of the	260
subject of the proposed agreement and the location where the	261
request for proposals may be obtained. The request for proposals	262
shall include all the following:	263

(1) Instructions and information to respondents concerning	264
the submission of proposals, including the name and address of the	265
office where proposals are to be submitted;	266

(2) Instructions regarding the manner in which respondents	267
may communicate with the authority, including the names, titles,	268
and telephone numbers of the individuals to whom such	269
communications shall be directed;	270

(3) Description of the performance criteria that will be used	271
to evaluate whether a respondent selected by the authority is	272
satisfying the authority's investment policy;	273

(4) Description of the factors and criteria to be considered	274
in evaluating respondents' proposals, the relative importance of	275
each factor or criterion, and description of the authority's	276
evaluation procedure;	277

(5) Description of any documents that may be incorporated by	278
reference into the request for proposals, provided that the	279
request specifies where such documents may be obtained and such	280
documents are readily available to all interested parties.	281

After the date specified for receiving proposals, the	282
authority shall evaluate submitted proposals. The authority may	283
discuss a respondent's proposal with that respondent to clarify or	284
revise a proposal or the terms of the agreement.	285

The authority shall choose for review proposals from at least	286
three respondents the authority considers qualified to operate the	287
program in the best interests of the investment policy adopted by	288
the authority. If three or fewer proposals are submitted, the	289
authority shall review each proposal. The authority may cancel a	290
request for proposals at any time before entering into an	291
agreement with a respondent. The authority shall provide	292
respondents fair and equal opportunity for such discussions. The	293
authority may terminate discussions with any respondent upon	294
written notice to the respondent.	295

(B) After reviewing the chosen proposals, the authority may	296
select not more than two such respondents and enter into a written	297
agreement with each of the selected respondents, provided that at	298
no time shall there be agreements with more than two persons.	299

The agreement shall do all of the following:

300

(1) Specify that borrowing and investing by the program	301
administrator will be budgeted to guarantee that no tax credits	302
will be granted during the first four years of the Ohio venture	303
capital program, and will be structured to ensure that payments of	304
principal, interest, or interest equivalent due in any fiscal	305
year, when added to such payments due from any other program	306
administrator, does not exceed twenty million dollars;	307

(2) Require investment by the program administrator or the	308
fund manager employed by the program administrator to be in	309
compliance with the investment policy established or modified in	310
accordance with sections 150.03 and 150.04 of the Revised Code	311
that is in effect at the time the investment is made, and prohibit	312
the program administrator or fund manager from engaging in any	313
investment activities other than activities to carry out that	314
policy;	315

(3) Require periodic financial reporting by the program	316
administrator to the authority, which reporting shall include an	317
annual audit by an independent auditor and such other financial	318
reporting as is specified in the agreement or otherwise required	319
by the authority for the purpose of ensuring that the program	320
administrator is carrying out the investment policy;	321

(4) Specify any like standards or general limitations in	322
addition to or in furtherance of investment standards or	323
limitations that apply pursuant to division (H) of section 150.03	324
of the Revised Code;	325

(5) Require the program administrator to apply program fund	326
revenue first to the payment of principal borrowed by the program	327
administrator for investment under the program, then to interest	328
related to that principal, and then to amounts necessary to cover	329
the program administrator's pro rata share required under division	330
(B)(9) of this section; and require the program administrator to	331
pay the authority not less than ninety per cent of the amount by	332
which program fund revenue attributable to investments under the	333
program administrator's investment authority exceeds amounts so	334
applied;	335

(6) Specify the procedures by which the program administrator	336
shall certify immediately to the authority the necessity for the	337
authority to issue tax credit certificates pursuant to contracts	338
entered into under section 150.07 of the Revised Code;	339

(7) Specify any general limitations regarding the employment	340
of a fund manager by the program administrator, in addition to an	341
express limitation that the fund manager be a person with	342
demonstrated, substantial, successful experience in the design and	343
management of seed and venture capital investment programs and in	344
capital formation. The fund manager may be, but need not be, an	345
equity owner or affiliate of the program administrator.	346

(8) Specify the terms and conditions under which the	347
authority or the program administrator may terminate the	348
agreement, including in the circumstance that the program	349
administrator or fund manager violates the investment policy;	350

(9) Require the program administrator or fund manager	351
employed by the program administrator to provide capital in the	352
form of a loan equal to one per cent of the amount of outstanding	353
loans by lenders to the program fund. The loan from the program	354
administrator or fund manager shall be on the same terms and	355
conditions as loans from other lenders, except that the loan from	356
the program administrator or fund manager shall not be secured by	357
the Ohio venture capital fund or tax credits available to other	358
lenders under division (B) of section 150.04 of the Revised Code.	359
Such capital shall be placed at the same risk as the proceeds from	360
such loans. The program administrator shall receive a pro rata	361
share of the net income, including net loss, from the investment	362
of money from the program fund, but is not entitled to the	363
security against losses provided under section 150.04 of the	364
Revised Code.	365

Sec. 1322.03.  (A) An application for a certificate of	366
registration as a mortgage broker shall be in writing, under oath,	367
and in the form prescribed by the superintendent of financial	368
institutions. The application shall be accompanied by a	369
nonrefundable application fee of three hundred fifty dollars for	370
each location of an office to be maintained by the applicant in	371
accordance with division (A) of section 1322.02 of the Revised	372
Code; however, an applicant that is registered under sections	373
1321.51 to 1321.60 of the Revised Code shall not be required to	374
pay an application fee. The application shall provide all of the	375
following:	376

(1) The location or locations where the business is to be	377
transacted and whether any location is a residence. If any	378
location where the business is to be transacted is a residence,	379
the application shall be accompanied by a certified copy of a	380
zoning permit authorizing the use of the residence for commercial	381
purposes, or shall be accompanied by a written opinion or other	382
document issued by the county or political subdivision where the	383
residence is located certifying that the use of the residence to	384
transact business as a mortgage broker is not prohibited by the	385
county or political subdivision. The application also shall be	386
accompanied by a photograph of each location at which the business	387
will be transacted.	388

(2)(a) In the case of a sole proprietor, the name and address	389
of the sole proprietor;	390

(b) In the case of a partnership, the name and address of	391
each partner;	392

(c) In the case of a corporation, the name and address of	393
each shareholder owning five per cent or more of the corporation;	394

(d) In the case of any other entity, the name and address of	395
any person that owns five per cent or more of the entity that will	396
transact business as a mortgage broker.	397

(3) If the applicant is a partnership, corporation, limited	398
liability company, or any other business entity or association,	399
the applicant shall designate an employee or owner of the	400
applicant as the applicant's operations manager. While acting as	401
the operations manager, the employee or owner shall not be	402
employed by any other mortgage broker.	403

(4) Evidence that the sole proprietor or the person	404
designated on the application pursuant to division (A)(3) of this	405
section, as applicable, possesses at least three years of	406
experience in the mortgage and lending field, which experience may	407
include employment with or as a mortgage broker or with a	408
financial institution, mortgage lending institution, or other	409
lending institution, or possesses at least three years of other	410
experience related specifically to the business of mortgage loans	411
that the superintendent determines meets the requirements of	412
division (A)(4) of this section;	413

(5) On or after January 1, 2007, evidence that the sole	414
proprietor or the person designated on the application pursuant to	415
division (A)(3) of this section has successfully completed either	416
of the following:	417

(a) At least twenty-four hours of live classroom instruction	418
in a course or program of study approved by the superintendent	419
that consists of at least all of the following:	420

(i) Four hours of instruction concerning state and federal	421
mortgage lending laws, which shall include no less than two hours	422
on this chapter;	423

(ii) Four hours of instruction concerning the Ohio consumer	424
sales practices act, Chapter 1345. of the Revised Code, as it	425
applies to registrants and licensees;	426

(iii) Four hours of instruction concerning the loan	427
application process;	428

(iv) Two hours of instruction concerning the underwriting	429
process;	430

(v) Two hours of instruction concerning the secondary market	431
for mortgage loans;	432

(vi) Four hours of instruction concerning the loan closing	433
process;	434

(vii) Two hours of instruction covering basic mortgage	435
financing concepts and terms;	436

(viii) Two hours of instruction concerning the ethical	437
responsibilities of a registrant, including with respect to	438
confidentiality, consumer counseling, and the duties and standards	439
of care created in section 1322.081 of the Revised Code.	440

(b) Other post-secondary education related specifically to	441
the business of mortgage loans that the superintendent determines	442
meets the requirements of division (A)(5)(a) of this section.	443

Division (A)(5) of this section does not apply to any	444
applicant who has an application on file with the division of	445
financial institutions prior to January 1, 2007.	446

The evidence submitted by the applicant pursuant to division	447
(A)(5) of this section may be in the form of transcripts or a	448
statement indicating that the applicant has, and will maintain,	449
transcripts at the applicant's place of business for a period of	450
five years for inspection by the superintendent at the	451
superintendent's request.	452

(6) Evidence of compliance with the surety bond requirements	453
of section 1322.05 of the Revised Code and with sections 1322.01	454
to 1322.12 of the Revised Code;	455

(7) In the case of a foreign business entity, evidence that	456
it maintains a license or registration pursuant to Chapter 1703.,	457
1705., 1775., 1776., 1777., 1782., or 1783. of the Revised Code to	458
transact business in this state;	459

(8) A statement as to whether the applicant or, to the best	460
of the applicant's knowledge, any shareholder, member, partner,	461
operations manager, or employee of the applicant has been	462
convicted of or pleaded guilty to any criminal offense involving	463
theft, receiving stolen property, embezzlement, forgery, fraud,	464
passing bad checks, money laundering, or drug trafficking, or any	465
criminal offense involving money or securities;	466

(9) A statement as to whether the applicant or, to the best	467
of the applicant's knowledge, any shareholder, member, partner,	468
operations manager, or employee of the applicant has been subject	469
to any adverse judgment for conversion, embezzlement,	470
misappropriation of funds, fraud, misfeasance or malfeasance, or	471
breach of fiduciary duty;	472

(10) Evidence that the applicant's operations manager has	473
successfully completed the examination required under division (A)	474
of section 1322.051 of the Revised Code;	475

(11) Any further information that the superintendent	476
requires.	477

(B) Upon the filing of the application and payment of the	478
application fee, the superintendent of financial institutions	479
shall investigate the applicant as set forth in division (B) of	480
this section.	481

(1) The superintendent shall request the superintendent of	482
the bureau of criminal identification and investigation, or a	483
vendor approved by the bureau, to conduct a criminal records check	484
based on the applicant's fingerprints in accordance with division	485
(A)(11) of section 109.572 of the Revised Code. Notwithstanding	486
division (K) of section 121.08 of the Revised Code, the	487
superintendent of financial institutions shall request that	488
criminal record information from the federal bureau of	489
investigation be obtained as part of the criminal records check.	490
Any fee required under division (C)(3) of section 109.572 of the	491
Revised Code shall be paid by the applicant.	492

(2) The superintendent shall conduct a civil records check.

493

(3) If, in order to issue a certificate of registration to an	494
applicant, additional investigation by the superintendent outside	495
this state is necessary, the superintendent may require the	496
applicant to advance sufficient funds to pay the actual expenses	497
of the investigation, if it appears that these expenses will	498
exceed three hundred fifty dollars. The superintendent shall	499
provide the applicant with an itemized statement of the actual	500
expenses that the applicant is required to pay.	501

(C) The superintendent shall pay all funds advanced and	502
application and renewal fees and penalties the superintendent	503
receives pursuant to this section and section 1322.04 of the	504
Revised Code to the treasurer of state to the credit of the	505
consumer finance fund created in section 1321.21 of the Revised	506
Code.	507

(D) If an application for a certificate of registration does	508
not contain all of the information required under division (A) of	509
this section, and if that information is not submitted to the	510
superintendent within ninety days after the superintendent	511
requests the information in writing, the superintendent may	512
consider the application withdrawn.	513

(E) A certificate of registration and the authority granted	514
under that certificate is not transferable or assignable and	515
cannot be franchised by contract or any other means.	516

(F) The registration requirements of this chapter apply to	517
any person acting as a mortgage broker, and no person is exempt	518
from the requirements of this chapter on the basis of prior work	519
or employment as a mortgage broker.	520

Sec. 1329.01.  (A) As used in sections 1329.01 to 1329.10 of	521
the Revised Code:	522

(1) "Trade name" means a name used in business or trade to	523
designate the business of the user and to which the user asserts a	524
right to exclusive use.	525

(2) "Fictitious name" means a name used in business or trade	526
that is fictitious and that the user has not registered or is not	527
entitled to register as a trade name. It does not include the name	528
of record of any domestic corporation that is formed under Chapter	529
1701. or 1702. of the Revised Code, any foreign corporation that	530
is registered pursuant to Chapter 1703. of the Revised Code, any	531
domestic or foreign limited liability company that is formed under	532
or registered pursuant to Chapter 1705. of the Revised Code, any	533
domestic or foreign limited partnership that is formed under or	534
registered pursuant to Chapter 1782. of the Revised Code, or any	535
domestic or foreign limited liability partnership that is formed	536
under or registered pursuant to Chapter 1775. or 1776. of the	537
Revised Code.	538

(3) "Person" includes any individual, general partnership,	539
limited partnership, limited liability partnership, corporation,	540
association, professional association, limited liability company,	541
society, foundation, federation, or organization formed under the	542
laws of this state or any other state.	543

(B) Subject to sections 1329.01 to 1329.10 of the Revised	544
Code, any person may register with the secretary of state, on a	545
form prescribed by the secretary of state, any trade name under	546
which the person is operating, setting forth all of the following:	547

(1) The name and business address of the applicant for	548
registration and any of the following that is applicable:	549

(a) If the applicant is a general partnership, the namesname	550
and residence addressesaddress of all of the partnersat least	551
one partner or the identifying number the secretary of state	552
assigns to the partnership pursuant to section 1776.05 of the	553
Revised Code;	554

(b) If the applicant is a limited partnership existing prior	555
to July 1, 1994, that has not registered with the secretary of	556
state pursuant to Chapter 1782. of the Revised Code, the name of	557
the Ohio county in which its certificate of limited partnership or	558
application for registration as a foreign limited partnership is	559
filed;	560

(c) If the applicant is a limited partnership to which	561
division (B)(1)(b) of this section does not apply or is, a	562
corporation, professional association, limited liability company,	563
or other entity, the form of the entity and the state under the	564
laws of which it was formed.	565

(2) The trade name to be registered;

566

(3) The general nature of the business conducted by the	567
applicant;	568

(4) The length of time during which the trade name has been	569
used by the applicant in business operations in this state.	570

(C) The trade name application shall be signed by the	571
applicant or by any authorized representative of the applicant.	572

A single trade name may be registered upon each trade name	573
application submitted under sections 1329.01 to 1329.10 of the	574
Revised Code.	575

The trade name application shall be accompanied by a filing	576
fee of fifty dollars, payable to the secretary of state.	577

(D) Any person who does business under a fictitious name and	578
who has not registered and does not wish to register the	579
fictitious name as a trade name or who cannot do so because the	580
name is not available for registration shall report the use of the	581
fictitious name to the secretary of state, on a form prescribed by	582
the secretary of state, setting forth all of the following:	583

(1) The name and business address of the user and any of the	584
following that is applicable:	585

(a) If the user is a general partnership, the namesname and	586
residence addressesaddress of all the partnersat least one	587
partner or the identifying number the secretary of state assigns	588
to the partnership pursuant to section 1775.105 of the Revised	589
Code;	590

(b) If the user is a limited partnership existing prior to	591
July 1, 1994, that has not been registered with the secretary of	592
state pursuant to Chapter 1782. of the Revised Code, the name of	593
the Ohio county in which its certificate of limited partnership or	594
application for registration as a foreign limited partnership is	595
filed;	596

(c) If the user is a limited partnership to which division	597
(D)(1)(b) of this section does not apply or is, a corporation,	598
professional association, limited liability company, or other	599
entity, the form of the entity and the state under whose laws it	600
was formed.	601

(2) The fictitious name being used;

602

(3) The general nature of the business conducted by the user.

603

(E) The report of use of a fictitious name shall be signed by	604
the user or by any authorized representative of the user.	605

A single fictitious name may be registered upon each	606
fictitious name report submitted under sections 1329.01 to 1329.10	607
of the Revised Code.	608

The fictitious name report shall be accompanied by a filing	609
fee of fifty dollars, payable to the secretary of state.	610

A report under this division shall be made within thirty days	611
after the date of the first use of the fictitious name.	612

Sec. 1329.02.  (A) The secretary of state shall not file an	613
application for the registration of any trade name if the	614
application indicates or implies that the trade name is connected	615
with a government agency of this state, another state, or the	616
United States and the trade name is not so connected or if the	617
application indicates or implies that the applicant is	618
incorporated and the application is not incorporated.	619
Additionally, the secretary of state shall not file an application	620
for the registration of any trade name if it is not	621
distinguishable upon the records in the office of the secretary of	622
state from any other trade name previously registered under	623
sections 1329.01 to 1329.03 of the Revised Code, any corporate	624
name, whether nonprofit or for profit and whether that of a	625
domestic corporation or of a foreign corporation authorized to do	626
business in this state, the name of any limited liability company	627
registered in the office of the secretary of state pursuant to	628
Chapter 1705. of the Revised Code, whether domestic or foreign,	629
the name of any limited liability partnership registered in the	630
office of the secretary of state pursuant to Chapter 1775. or	631
1776. of the Revised Code, whether domestic or foreign, the name	632
of any limited partnership registered in the office of the	633
secretary of state pursuant to Chapter 1782. of the Revised Code,	634
whether domestic or foreign, or any trademark, or service mark	635
previously filed and recorded in the office of the secretary of	636
state and not abandoned, unless the written consent of the	637
corporation, limited liability company, limited liability	638
partnership, or limited partnership, or the person to whom is	639
registered the exclusive right to use the trade name is filed in	640
accordance with division (C) of section 1701.05 of the Revised	641
Code with the application or the written consent of the former	642
registrant of the trademark or service mark is filed with the	643
application. The application for the registration of a trade name	644
and the consent form shall be on a form prescribed by the	645
secretary of state.	646

(B) The secretary of state shall determine for purposes of	647
this section whether a name is distinguishable from another name	648
in a manner consistent with the provisions of division (B) of	649
section 1701.05 of the Revised Code.	650

Sec. 1329.04.  Registration of a trade name or report of a	651
fictitious name, under sections 1329.01 to 1329.10 of the Revised	652
Code, shall be effective for a term of five years from the date of	653
registration or report. Upon application filed within six months	654
prior to the expiration of such term, on a form furnished by the	655
secretary of state, the registration or report may be renewed at	656
the end of each five-year period for a like term, provided that a	657
general partnership shall renew its registration or report	658
whenever there has been a change in the listing of partnersany	659
partner named on its registration or report and a limited	660
partnership shall renew its registration or report when a change	661
occurs in the listing of its general partners on its registration	662
or reportceases to be a partner. Such a renewal shall extend the	663
registration or report for five years, unless further changes	664
occur in the interim. The renewal fee specified in division (S)(3)	665
of section 111.16 of the Revised Code, payable to the secretary of	666
state, shall accompany the application for renewal of the	667
registration or report.	668

The secretary of state shall notify persons who have	669
registered trade names or reported fictitious names, within the	670
six months next preceding the expiration of the five years from	671
the date of registration or report, of the necessity of renewal by	672
writing to the last known address of such persons.	673

Sec. 1701.05.  (A) Except as provided in this section, and in	674
sections 1701.75, 1701.78, and 1701.82 of the Revised Code, which	675
sections relate to the reorganization, merger, and consolidation	676
of corporations, the corporate name of a domestic corporation	677
shall comply with all of the following:	678

(1) It shall end with or include the word or abbreviation	679
"company," "co.," "corporation," "corp.," "incorporated," or	680
"inc."	681

(2) It shall be distinguishable upon the records in the	682
office of the secretary of state from all of the following:	683

(a) The name of any other corporation, whether nonprofit or	684
for profit and whether that of a domestic or of a foreign	685
corporation authorized to do business in this state;	686

(b) The name of any limited liability company registered in	687
the office of the secretary of state pursuant to Chapter 1705. of	688
the Revised Code, whether domestic or foreign;	689

(c) The name of any limited liability partnership registered	690
in the office of the secretary of state pursuant to Chapter 1775.	691
or 1776. of the Revised Code, whether domestic or foreign;	692

(d) The name of any limited partnership registered in the	693
office of the secretary of state pursuant to Chapter 1782. of the	694
Revised Code, whether domestic or foreign;	695

(e) Any trade name the exclusive right to which is at the	696
time in question registered in the office of the secretary of	697
state pursuant to Chapter 1329. of the Revised Code.	698

(3) It shall not contain any language that indicates or	699
implies that the corporation is connected with a government agency	700
of this state, another state, or the United States.	701

(B) The secretary of state shall determine for purposes of	702
this section whether a name is "distinguishable" from another name	703
upon the secretary of state's records. Without excluding other	704
names that may not constitute distinguishable names in this state,	705
a name is not considered distinguishable from another name for	706
purposes of this section solely because it differs from the other	707
name in only one or more of the following manners:	708

(1) The use of the word "corporation," "company,"	709
"incorporated," "limited," or any abbreviation of any of those	710
words;	711

(2) The use of any article, conjunction, contraction,	712
abbreviation, or punctuation;	713

(3) The use of a different tense or number of the same word.

714

(C) A corporation may apply to the secretary of state for	715
authorization to use a name that is not distinguishable upon the	716
secretary of state's records from the name of any other	717
corporation, limited liability company, limited liability	718
partnership, or limited partnership, or from a registered trade	719
name, if there also is filed in the office of the secretary of	720
state, on a form prescribed by the secretary of state, the consent	721
of the other entity or, in the case of a registered trade name,	722
the person in whose name is registered the exclusive right to use	723
the name, which consent is evidenced in a writing signed by any	724
authorized officer or any authorized representative of the other	725
entity or person.	726

(D) In case of judicial sale or judicial transfer, by sale or	727
transfer of good will or otherwise, of the right to use the name	728
of a corporation, whether nonprofit or for profit, and whether	729
that of a domestic corporation or of a foreign corporation	730
authorized to exercise its corporate privileges in this state or	731
to do business in this state, the secretary of state, at the	732
instance of the purchaser or transferee of such right, shall	733
accept for filing articles of a corporation with a name the same	734
as or similar to the name of such other corporation, if there also	735
is filed in the office of the secretary of state a certified copy	736
of the decree or order of court confirming or otherwise evidencing	737
the purchase or transfer.	738

(E) Any person who wishes to reserve a name for a proposed	739
new corporation, or any corporation intending to change its name,	740
may submit to the secretary of state a written application, on a	741
form prescribed by the secretary of state, for the exclusive right	742
to use a specified name as the name of a corporation. If the	743
secretary of state finds that, under this section, the specified	744
name is available for such use, the secretary of state shall file	745
the application and, from the date of the filing, the applicant	746
shall have the exclusive right for one hundred eighty days to use	747
the specified name as the name of a corporation, counting the date	748
of such filing as the first of one hundred eighty days. The right	749
so obtained may be transferred by the applicant or other holder	750
thereof by the filing in the office of the secretary of state of a	751
written transfer, on a form prescribed by the secretary of state,	752
stating the name and address of the transferee.	753

Sec. 1702.05.  (A) Except as provided in this section and in	754
sections 1702.41 and 1702.45 of the Revised Code, the secretary of	755
state shall not accept for filing in the secretary of state's	756
office any articles if the corporate name set forth in the	757
articles is not distinguishable upon the secretary of state's	758
records from any of the following:	759

(1) The name of any other corporation, whether a nonprofit	760
corporation or a business corporation and whether that of a	761
domestic or of a foreign corporation authorized to do business in	762
this state;	763

(2) The name of any limited liability company registered in	764
the office of the secretary of state pursuant to Chapter 1705. of	765
the Revised Code, whether domestic or foreign;	766

(3) The name of any limited liability partnership registered	767
in the office of the secretary of state pursuant to Chapter 1775.	768
or 1776. of the Revised Code, whether domestic or foreign;	769

(4) The name of any limited partnership registered in the	770
office of the secretary of state pursuant to Chapter 1782. of the	771
Revised Code, whether domestic or foreign;	772

(5) Any trade name, the exclusive right to which is at the	773
time in question registered in the office of the secretary of	774
state pursuant to Chapter 1329. of the Revised Code.	775

(B) The secretary of state shall determine for purposes of	776
this section whether a name is "distinguishable" from another name	777
upon the secretary of state's records. Without excluding other	778
names that may not constitute distinguishable names in this state,	779
a name is not considered distinguishable from another name for	780
purposes of this section solely because it differs from the other	781
name in only one or more of the following manners:	782

(1) The use of the word "corporation," "company,"	783
"incorporated," "limited," or any abbreviation of any of those	784
words;	785

(2) The use of any article, conjunction, contraction,	786
abbreviation, or punctuation;	787

(3) The use of a different tense or number of the same word.

788

(C) A corporation may apply to the secretary of state for	789
authorization to use a name that is not distinguishable upon the	790
secretary of state's records from the name of any other	791
corporation, any limited liability company, limited liability	792
partnership, or limited partnership, or from a registered trade	793
name, if there also is filed in the office of the secretary of	794
state, on a form prescribed by the secretary of state, the consent	795
of the other entity, or, in the case of a registered trade name,	796
the person in whose name is registered the exclusive right to use	797
the name, which consent is evidenced in a writing signed by any	798
authorized officer or authorized representative of the other	799
entity or person.	800

(D) In case of judicial sale or judicial transfer, by sale or	801
transfer of good will or otherwise, of the right to use the name	802
of a nonprofit corporation or business corporation, whether that	803
of a domestic corporation or of a foreign corporation authorized	804
to exercise its corporate privileges in this state or to do	805
business in this state, the secretary of state, at the instance of	806
the purchaser or transferee of such right, shall accept for filing	807
articles of a corporation with a name the same as or similar to	808
the name of such other corporation, if there also is filed in the	809
office of the secretary of state a certified copy of the decree or	810
order of court confirming or otherwise evidencing the purchase or	811
transfer.	812

(E) Any person who wishes to reserve a name for a proposed	813
new corporation, or any corporation intending to change its name,	814
may submit to the secretary of state a written application, on a	815
form prescribed by the secretary of state, for the exclusive right	816
to use a specified name as the name of a corporation. If the	817
secretary of state finds that, under this section, the specified	818
name is available for such use, the secretary of state shall file	819
such application, and, from the date of such filing, such	820
applicant shall have the exclusive right for one hundred eighty	821
days to use the specified name as the name of a corporation,	822
counting the date of such filing as the first of the one hundred	823
eighty days. The right so obtained may be transferred by the	824
applicant or other holder of the right by the filing in the office	825
of the secretary of state of a written transfer, on a form	826
prescribed by the secretary of state, stating the name and address	827
of the transferee.	828

Sec. 1703.04.  (A) To procure a license to transact business	829
in this state, a foreign corporation for profit shall file with	830
the secretary of state a certificate of good standing or	831
subsistence, dated not earlier than ninety days prior to the	832
filing of the application, under the seal of the secretary of	833
state, or other proper official, of the state under the laws of	834
which said corporation was incorporated, setting forth:	835

(1) The exact corporate title;

836

(2) The date of incorporation;

837

(3) The fact that the corporation is in good standing or is a	838
subsisting corporation.	839

(B) To procure such a license, such corporation also shall	840
file with the secretary of state an application in such form as	841
the secretary of state prescribes, verified by the oath of any	842
authorized officer of such corporation, setting forth, but not	843
limited to:	844

(1) The name of the corporation and, if its corporate name is	845
not available, the trade name under which it will do business in	846
this state;	847

(2) The name of the state under the laws of which it was	848
incorporated;	849

(3) The location and complete address of its principal	850
office;	851

(4) The name of the county and the municipal corporation or	852
township in which its principal office within this state, if any,	853
is to be located;	854

(5) The appointment of a designated agent and the complete	855
address of such agent;	856

(6) The irrevocable consent of such corporation to service of	857
process on such agent so long as the authority of such agent	858
continues and to service of process upon the secretary of state in	859
the events provided for in section 1703.19 of the Revised Code;	860

(7) A brief summary of the corporate purposes to be exercised	861
within this state.	862

(C)(1) No such application for a license shall be accepted	863
for filing if it appears that the name of the foreign corporation	864
is prohibited by law or is not distinguishable upon the records in	865
the office of the secretary of state from the name of any other	866
corporation, whether nonprofit or for profit and whether that of a	867
domestic corporation or of a foreign corporation authorized to	868
transact business in this state, the name of a limited liability	869
company registered in the office of the secretary of state	870
pursuant to Chapter 1705. of the Revised Code, whether domestic or	871
foreign, the name of any limited liability partnership registered	872
in the office of the secretary of state pursuant to Chapter 1775.	873
or 1776. of the Revised Code, whether domestic or foreign, the	874
name of any limited partnership registered in the office of the	875
secretary of state pursuant to Chapter 1782. of the Revised Code,	876
whether domestic or foreign, or a trade name to which the	877
exclusive right at the time in question is registered in the	878
manner provided in Chapter 1329. of the Revised Code, unless there	879
also is filed with the secretary of state, on a form prescribed by	880
the secretary of state, the consent of the other entity or person	881
to the use of the name, evidenced in a writing signed by any	882
authorized officer of the other entity or authorized	883
representative of the other person owning the exclusive right to	884
the registered trade name.	885

(2) Notwithstanding division (C)(1) of this section, if an	886
application for a license is not acceptable for filing solely	887
because the name of the foreign corporation is not distinguishable	888
from the name of another entity or registered trade name, the	889
foreign corporation may be authorized to transact business in this	890
state by filing with the secretary of state, in addition to those	891
items otherwise prescribed by this section, a statement signed by	892
an authorized officer directing the foreign corporation to make	893
application for a license to transact business in this state under	894
an assumed business name or names that comply with the	895
requirements of this division and stating that the foreign	896
corporation will transact business in this state only under the	897
assumed name or names. The application for a license shall be on a	898
form prescribed by the secretary of state.	899

Sec. 1705.05.  (A) The name of a limited liability company	900
shall include the words, "limited liability company," without	901
abbreviation or shall include one of the following abbreviations:	902
"LLC," "L.L.C.," "limited," "ltd.," or "ltd".	903

(B)(1) Except as provided in this section and in sections	904
1701.75, 1701.78, 1701.82, 1705.36, and 1705.37 of the Revised	905
Code, the secretary of state shall not accept for filing in the	906
secretary of state's office the articles of organization of a	907
limited liability company if the company name set forth in the	908
articles is not distinguishable on the records of the secretary of	909
state from the name of any of the following:	910

(a) Any other limited liability company, whether the name is	911
of a domestic limited liability company or of a foreign limited	912
liability company registered as a foreign limited liability	913
company under this chapter;	914

(b) Any corporation, whether the name is of a domestic	915
corporation or of a foreign corporation holding a license as a	916
foreign corporation under the laws of this state pursuant to	917
Chapter 1701., 1702., or 1703. of the Revised Code;	918

(c) Any limited liability partnership, whether the name is of	919
a domestic limited liability partnership or a foreign limited	920
liability partnership registered pursuant to Chapter 1775. or	921
1776. of the Revised Code;	922

(d) Any limited partnership, whether the name is of a	923
domestic limited partnership or a foreign limited partnership	924
registered pursuant to Chapter 1782. of the Revised Code;	925

(e) Any trade name to which the exclusive right, at the time	926
in question, is registered in the office of the secretary of state	927
pursuant to Chapter 1329. of the Revised Code.	928

(2) The secretary of state may accept for filing in the	929
secretary of state's office the articles of organization of a	930
limited liability company whose name set forth in the articles is	931
not distinguishable on the records of the secretary of state from	932
any trade name or the name of another limited liability company,	933
corporation, limited liability partnership, or limited partnership	934
if there also is filed in the secretary of state's office the	935
consent of the other entity or, in the case of a registered trade	936
name, the person in whose name is registered the exclusive right	937
to the use of the particular name.	938

(C) A consent given by an entity or person in whose name is	939
registered the exclusive right to use a trade name, to the use of	940
a name by a limited liability company, shall be in the form of an	941
instrument, prescribed by the secretary of state, that is signed	942
by an authorized officer or other authorized representative of the	943
consenting entity or person in whose name the trade name is	944
registered.	945

(D) If a judicial sale or a judicial transfer by sale,	946
transfer of good will, or otherwise involves the right to use the	947
name of a domestic limited liability company or of a foreign	948
limited liability company registered as a foreign limited	949
liability company under this chapter, then, at the request of the	950
purchaser or transferee of that right, the secretary of state	951
shall accept for filing articles of organization of a limited	952
liability company with a name that is the same as or similar to	953
the name of the other limited liability company if there also is	954
filed in the secretary of state's office a certified copy of the	955
court order or decree that confirms or otherwise evidences the	956
purchase or transfer.	957

(E) Any person that wishes to reserve a name for a proposed	958
new limited liability company or any limited liability company	959
that intends to change its name may submit to the secretary of	960
state, on a form prescribed by the secretary of state, a written	961
application for the exclusive right to use a specified name as the	962
name of the company. If the secretary of state finds, consistent	963
with this section, that the specified name is available for use,	964
the secretary of state shall file the application. From the date	965
of the filing, the applicant has the exclusive right for one	966
hundred eighty days to use the specified name as the name of the	967
limited liability company, counting the date of the filing as the	968
first of the one hundred eighty days. The right so obtained may be	969
transferred by the applicant or other holder of the right by	970
filing in the office of the secretary of state a written transfer,	971
on a form prescribed by the secretary of state, that states the	972
name and address of the transferee.	973

Sec. 1775.66. (A) This chapter does not govern any	974
partnership on and after the first day of January, 2010.	975

(B) This chapter does not govern any partnership that is	976
formed on or after the first day of January, 2009. Chapter 1776.	977
of the Revised Code governs any partnership formed on or after	978
that date.	979

(C) This chapter does not govern any partnership that elects	980
to be governed by Chapter 1776. of the Revised Code pursuant to	981
procedures in division (C) of section 1776.95 of the Revised Code,	982
on and after the date the partnership elects to be governed by	983
that chapter.	984

Sec. 1776.01. As used in this chapter:

985

(A) "Business" includes every trade, occupation, and	986
profession.	987

(B) "Debtor in bankruptcy" means a person who is the subject	988
of an order for relief under Title 11 of the United States Code, a	989
comparable order under a successor statute of general application,	990
or a comparable order under any federal, state, or foreign law	991
governing insolvency.	992

(C) "Constituent" means in a merger or consolidation, the	993
domestic or foreign entity that merges into another entity, the	994
entity into which another entity is merged, or an existing entity	995
consolidated along with another entity into a new entity.	996

(D) "Distribution" means a transfer of money or other	997
property from a partnership to a partner in the partner's capacity	998
as a partner, or to a transferee of the partner.	999

(E) "Domestic partnership" means a partnership formed under	1000
section 1776.22 of the Revised Code or a predecessor law.	1001

(F) "Economic interest" means a partner's share of the	1002
profits and losses of a partnership and the partner's right to	1003
receive distributions.	1004

(G) "Entity" means any of the following:

1005

(1) A for-profit corporation existing under the laws of this	1006
state or any other state;	1007

(2) Any of the following organizations existing under the	1008
laws of this state, the United States, or any other state:	1009

(a) A business trust or association;

1010

(b) A real estate investment trust;

1011

(c) A common law trust;

1012

(d) An unincorporated business or for-profit organization	1013
including a general or limited partnership;	1014

(e) A limited liability company;

1015

(f) A nonprofit corporation.

1016

(H) "Foreign entity" means an entity formed under the laws of	1017
another state.	1018

(I) "Foreign limited liability partnership" means a	1019
partnership formed under laws other than the laws of this state	1020
and that has the status of a limited liability partnership under	1021
those laws.	1022

(J) "Limited liability partnership" means a partnership that	1023
files a statement of qualification under section 1776.81 of the	1024
Revised Code and does not have a similar statement in effect in	1025
any other jurisdiction.	1026

(K) "Liquidating trustee" means a person other than a	1027
partner, who carries out the winding up of a partnership.	1028

(L) "Partner" means a person admitted to a partnership as a	1029
partner.	1030

(M) "Partnership" means an association of two or more persons	1031
to carry on as co-owners a business for-profit formed under	1032
section 1776.22 of the Revised Code, a predecessor law, or a	1033
comparable law of another jurisdiction.	1034

(N) "Partnership agreement" means the agreement among the	1035
partners concerning the partnership, whether written, oral, or	1036
implied. A partnership is not required to execute its partnership	1037
agreement. A partnership agreement includes amendments to the	1038
partnership agreement. A partnership is bound by its partnership	1039
agreement irrespective of whether the partnership executes the	1040
agreement.	1041

(O) "Partnership at will" means a partnership in which the	1042
partners have not agreed to remain partners until the expiration	1043
of a definite term or the completion of a particular undertaking.	1044

(P) "Partnership interest" or "partner's interest in the	1045
partnership" means all of a partner's interests in the	1046
partnership, including the partner's economic interest and all	1047
management and other rights.	1048

(Q) "Person" means an individual, corporation whether	1049
nonprofit or for-profit, business trust, estate, trust,	1050
partnership, limited liability company, association, joint	1051
venture, government, governmental subdivision, agency, or	1052
instrumentality, or any other legal or commercial entity in its	1053
own or any representative capacity, in each case whether domestic	1054
or foreign.	1055

(R) "Property" means all property, real, personal, or mixed,	1056
tangible or intangible, or any interest therein.	1057

(S) "State" means a state of the United States, the District	1058
of Columbia, the Commonwealth of Puerto Rico, or any territory or	1059
insular possession subject to the jurisdiction of the United	1060
States, except that as used in sections 1776.68 to 1776.75 of the	1061
Revised Code, "state" means the United States, any state,	1062
territory, insular possession or other political subdivision of	1063
the United States, including the District of Columbia, any foreign	1064
country or nation, and any province, territory, or other political	1065
subdivision of a foreign country or nation.	1066

(T) "Statement" means a statement of correction or corrected	1067
statement under section 1776.12 of the Revised Code, a statement	1068
of partnership authority under section 1776.33 of the Revised	1069
Code, a statement of denial under section 1776.34 of the Revised	1070
Code, a statement of dissociation under section 1776.57 of the	1071
Revised Code, a statement of dissolution under section 1776.65 of	1072
the Revised Code, a certificate of merger or a certificate of	1073
consolidation under section 1776.70 of the Revised Code, a	1074
certificate of conversion under section 1776.74 of the Revised	1075
Code, a statement of qualification under section 1776.81 of the	1076
Revised Code, a statement of foreign qualification under section	1077
1776.86 of the Revised Code, or an amendment or cancellation of	1078
any of the foregoing. All statements shall be on forms the	1079
secretary of state prescribes.	1080

(U) "Surviving" means, as applied to an entity, the	1081
constituent entity that is specified as the entity into which one	1082
or more other constituent entities are to be or have been merged.	1083

(V) "Transfer" includes an assignment, conveyance, lease,	1084
mortgage, deed, and encumbrance.	1085

(W) "Tribunal" means a court, or if provided in the	1086
partnership agreement or otherwise agreed, an arbitrator,	1087
arbitration panel, or other tribunal.	1088

Sec. 1776.02. (A) A person knows a fact if the person has	1089
actual knowledge of the fact.	1090

(B) A person has notice of a fact if the person knows of it,	1091
has received a notification of the fact, or has reason to know the	1092
fact exists from all of the facts known to the person at the time	1093
in question.	1094

(C) A person notifies or gives notification to another person	1095
by taking steps reasonably required to inform the other person in	1096
ordinary course, whether or not the other person learns of that	1097
notification.	1098

(D) A person receives a notification when the notification	1099
comes to the person's attention or is delivered at the person's	1100
place of business or at any other place the person holds out as a	1101
place for receiving communications.	1102

(E)(1) Except as otherwise provided in division (F) of this	1103
section, a person other than an individual knows, has notice, or	1104
receives a notification of a fact for purposes of a particular	1105
transaction when the individual conducting the transaction knows,	1106
has notice, or receives a notification of the fact, or in any	1107
event, when the fact would have been brought to the individual's	1108
attention if the person had exercised reasonable diligence.	1109

(2) A person exercises reasonable diligence if the person	1110
maintains reasonable routines for communicating significant	1111
information to the individual conducting the transaction and there	1112
is reasonable compliance with the routines. Reasonable diligence	1113
does not require an individual acting for the person to	1114
communicate information unless the communication is part of the	1115
individual's regular duties or the individual has reason to know	1116
of the transaction and that the transaction would be materially	1117
affected by the information.	1118

(F) A partner's knowledge, notice, or receipt of a	1119
notification of a fact relating to the partnership is effective	1120
immediately as knowledge by, notice to, or receipt of a	1121
notification by the partnership, except in the case of a fraud on	1122
the partnership committed by or with the consent of that partner.	1123

Sec. 1776.03. (A) Except as otherwise provided in division	1124
(B) of this section, the partnership agreement governs relations	1125
among the partners and between the partners and the partnership.	1126
To the extent the partnership agreement does not otherwise	1127
provide, this chapter governs relations among the partners and	1128
between the partners and the partnership.	1129

(B) The partnership agreement may not do any of the	1130
following:	1131

(1) Vary the rights and duties under section 1776.05 of the	1132
Revised Code except to eliminate the duty to provide copies of	1133
statements to all of the partners;	1134

(2) Unreasonably restrict the right of access to books and	1135
records under division (B) of section 1776.43 of the Revised Code;	1136

(3) Eliminate the duty of loyalty under division (B) of	1137
section 1776.44 of the Revised Code or division (B)(3) of section	1138
1776.53 of the Revised Code, but the partnership agreement may	1139
identify specific types or categories of activities that do not	1140
violate the duty of loyalty, if not manifestly unreasonable, and	1141
all of the partners or a number or percentage specified in the	1142
partnership agreement may authorize or ratify, after full	1143
disclosure of all material facts, a specific act or transaction	1144
that otherwise would violate the duty of loyalty;	1145

(4) Unreasonably reduce the duty of care under division (C)	1146
of section 1776.44 of the Revised Code or division (B)(3) of	1147
section 1776.53 of the Revised Code;	1148

(5) Eliminate the obligation of good faith and fair dealing	1149
under division (D) of section 1776.44 of the Revised Code, but the	1150
partnership agreement may prescribe the standards by which the	1151
performance of the obligation is to be measured, if the standards	1152
are not manifestly unreasonable;	1153

(6) Vary the power to dissociate as a partner under division	1154
(A) of section 1776.52 of the Revised Code, except to require the	1155
notice under division (A) of section 1776.51 of the Revised Code	1156
to be in writing;	1157

(7) Vary the right of a tribunal to expel a partner in the	1158
events specified in division (E) of section 1776.51 of the Revised	1159
Code;	1160

(8) Vary the requirement to wind up the partnership business	1161
in cases specified in division (D), (E), or (F) of section 1776.61	1162
of the Revised Code;	1163

(9) Vary the law applicable to a limited liability	1164
partnership under division (B) of section 1776.06 of the Revised	1165
Code;	1166

(10) Restrict rights of third parties under this chapter.

1167

Sec. 1776.04. (A) Unless displaced by particular provisions	1168
of this chapter, the principles of law and equity supplement this	1169
chapter.	1170

(B) If an obligation to pay interest under this chapter does	1171
not specify a rate of interest, the rate is that specified in	1172
section 1343.03 of the Revised Code.	1173

(C) No partnership and no person acting on behalf of a	1174
partnership shall interpose the defense or make the claim of usury	1175
in any action or proceeding upon, or with reference to, any	1176
obligation of that partnership. The notes, bonds, other evidences	1177
of indebtedness, mortgages, pledges, and deeds of trust of a	1178
partnership shall not be set aside, impaired, or adjudged invalid	1179
by reason of anything contained in any laws prohibiting or	1180
otherwise pertaining to usury or regulating interest rates.	1181

(D) No obligation of a partner to a partnership arising under	1182
a partnership agreement or a separate agreement or writing, and no	1183
note, instruction, or other writing evidencing any such obligation	1184
of a partner, is subject to the defense of usury, and no partner	1185
shall interpose the defense of usury with respect to any such	1186
obligation in any action.	1187

Sec. 1776.05. (A) A statement may be filed in the office of	1188
the secretary of state. A certified copy of a statement that is	1189
filed in an office in another state may be filed in the office of	1190
the secretary of state provided that it is accompanied by a form	1191
the secretary of state prescribes for that purpose. Either filing	1192
has the effect provided in this chapter with respect to	1193
partnership property located in, or transactions that occur in,	1194
this state.	1195

(B) A certified copy of a statement filed in the office of	1196
the secretary of state and recorded in the office of a county	1197
recorder in this state has the effect provided for recorded	1198
statements in this chapter with respect to real property in the	1199
county in which recorded. A recorded statement that is not a	1200
certified copy of a statement filed in the office of the secretary	1201
of state does not have the effect provided for recorded statements	1202
in this chapter.	1203

(C) At least one partner or one person the partnership	1204
authorizes shall execute any statement a partnership files. A	1205
partner, a person the partnership authorizes, or other person this	1206
chapter authorizes shall execute other statements. An individual	1207
who executes a statement shall personally declare, under penalty	1208
of perjury, that the contents of the statement are accurate.	1209

(D) A person authorized by this chapter to file a statement	1210
may amend or cancel the statement by filing an amendment or	1211
cancellation that names the partnership, identifies the statement,	1212
and states the substance of the amendment or cancellation.	1213

(E) A person who files a statement pursuant to this chapter	1214
shall promptly send a copy of that statement to every nonfiling	1215
partner and to any other person named as a partner in the	1216
statement. Failure to send a copy of a statement to a partner or	1217
other person does not limit the effectiveness of the statement as	1218
to a person not a partner.	1219

(F) The secretary of state may collect a fee for filing a	1220
statement or providing a certified copy of a statement. The	1221
county recorder may collect a fee for recording a statement.	1222

(G) When a partnership files its first statement with the	1223
secretary of state, the secretary of state shall assign a unique	1224
identifying number to that partnership. Whenever a person files a	1225
statement relating to a partnership to which the secretary of	1226
state has assigned an identifying number or files a statement with	1227
a county recorder, the statement shall include the identifying	1228
number assigned to the partnership.	1229

Sec. 1776.06. (A) Except as otherwise provided in this	1230
section, the law of the jurisdiction in which a partnership has	1231
its chief executive office governs relations among the partners	1232
and between the partners and the partnership.	1233

(B) The law of this state governs relations among the	1234
partners and between the partners and the partnership, and the	1235
liability of partners for an obligation, of a limited liability	1236
partnership.	1237

(C) The law of this state governs relations among the	1238
partners and between the partners and the partnership of any	1239
partnership other than a limited liability partnership if the	1240
partnership agreement, by its terms, provides that the laws of	1241
this state govern the partnership agreement.	1242

(D) The laws of a specified jurisdiction other than this	1243
state govern the relations among the partners and between the	1244
partners and the partnership of any partnership other than a	1245
limited liability partnership, if the partnership agreement, by	1246
its terms, provides that the laws of that jurisdiction govern the	1247
partnership agreement and that jurisdiction allows that election.	1248

(E) A partnership governed by this chapter is subject to any	1249
amendment to or repeal of any or all of the sections in this	1250
chapter.	1251

Sec. 1776.07. (A) Any partnership that maintains an effective	1252
statement of partnership authority under section 1776.33 of the	1253
Revised Code shall maintain continuously in this state an agent	1254
for service of process on the partnership. The agent shall be an	1255
individual who is a resident of this state, a domestic	1256
corporation, or a foreign corporation holding a license as a	1257
foreign corporation under the laws of this state.	1258

(B) The secretary of state shall not accept an original	1259
statement of partnership authority for filing unless the statement	1260
of partnership authority includes a written appointment of an	1261
agent as this section requires and a written acceptance of the	1262
appointment signed by the designated agent.	1263

(C) If an agent dies, resigns, or moves outside of this	1264
state, the partnership shall appoint forthwith another agent and	1265
file with the secretary of state an amendment to its statement of	1266
partnership authority appointing a new agent and including a	1267
written acceptance of the appointment that is signed by the	1268
designated agent.	1269

(D) If the address of an agent changes from that stated in	1270
the records of the secretary of state, the partnership forthwith	1271
shall file with the secretary of state an amendment to its	1272
statement of partnership authority setting forth the new address.	1273

(E) An agent may resign by filing a written and signed notice	1274
of resignation with the secretary of state on a form the secretary	1275
prescribes and mailing a copy of that notice to the partnership.	1276
The agent shall mail the copy of the notice to the partnership at	1277
the current or last known address of its principal office on or	1278
prior to the date that the agent files the notice with the	1279
secretary of state. The notice shall include the name of the	1280
partnership, the name and current address of the agent, the	1281
current or last known address, including the street and number or	1282
other particular description, of the partnership's principal	1283
office, a statement of the resignation of the agent, and a	1284
statement that a copy of the notice was provided to the	1285
partnership within the time and in the manner specified in this	1286
division. The resigning agent's authority terminates thirty days	1287
after filing the notice with the secretary of state.	1288

(F) A partnership may revoke the appointment of its agent by	1289
filing with the secretary of state an amendment to its statement	1290
of partnership authority indicating that the appointment of the	1291
former agent is revoked and that a new agent is appointed. A	1292
written acceptance signed by the new designated agent shall	1293
accompany the filing.	1294

(G)(1) Any legal process, notice, or demand required or	1295
permitted by law to be served upon a partnership with an effective	1296
statement of partnership authority may be served upon the	1297
partnership as follows:	1298

(a) If its agent is an individual, by delivering a copy of	1299
the process, notice, or demand to the agent;	1300

(b) If its agent is a corporation, by delivering a copy of	1301
the process, notice, or demand to the address of the agent in this	1302
state as contained in the records of the secretary of state.	1303

(2)(a) If its agent cannot be found or no longer has the	1304
address stated in the records of the secretary of state or the	1305
partnership has failed to maintain an agent as this section	1306
requires, and the party, agent, or representative that desires	1307
service files with the secretary of state an affidavit stating	1308
that one of those circumstances exists and the most recent address	1309
of the partnership ascertained after a diligent search, then	1310
service upon the secretary of state as the agent of the	1311
partnership may be initiated by delivering to the secretary of	1312
state four copies of the process, notice, or demand accompanied	1313
by a fee of not less than five and not more than seven dollars, as	1314
determined by the secretary of state.	1315

(b) The secretary of state forthwith shall give notice of	1316
that delivery to the partnership at either its principal office as	1317
shown upon the secretary of state's records or at any different	1318
address specified in the affidavit of the party desiring service	1319
and shall forward to the partnership at either address by	1320
certified mail, return receipt requested, a copy of the process,	1321
notice, or demand.	1322

(c) Service upon the partnership is made when the secretary	1323
of state gives the notice and forwards the process, notice, or	1324
demand as set forth in division (G)(2) of this section.	1325

(H) The secretary of state shall keep a record of each	1326
process, notice, and demand that pertains to a partnership and	1327
that is delivered to the secretary of state's office under this	1328
section or another law of this state that authorizes service upon	1329
the secretary of state in connection with a partnership. In that	1330
record, the secretary shall record the time of each delivery of	1331
that type and the secretary's subsequent action with respect to	1332
the process, notice, or demand.	1333

(I) Nothing in this section limits or affects the right to	1334
serve process in any other manner now or hereafter provided by	1335
law. This section is an extension of, and not a limitation upon,	1336
the right otherwise existing of service of legal process.	1337

Sec. 1776.08. (A) Service of legal process upon any	1338
partnership that has not filed a statement of partnership	1339
authority in this state and that is formed under the laws of this	1340
state or doing business in this state may be made by delivering a	1341
copy personally to any partner doing business in this state or by	1342
leaving it at a partner's dwelling house or usual place of abode	1343
in this state or at a place of business of the partnership in	1344
this state.	1345

(B) Nothing in this section limits or affects the right to	1346
serve process in any other manner now or hereafter provided by	1347
law. This section is an extension of, and not a limitation upon,	1348
the right otherwise existing of service of legal process.	1349

Sec. 1776.10. (A)(1) A partner or a liquidating trustee of a	1350
partnership that is formed under the laws of this state or that is	1351
doing business in this state may be served with process in the	1352
manner this section prescribes in all civil actions or proceedings	1353
brought in this state involving or relating to the business of the	1354
partnership or a violation by the partner or the liquidating	1355
trustee of a duty to the partnership or any partner of the	1356
partnership, whether or not the partner or the liquidating trustee	1357
is a partner or a liquidating trustee at the time suit is	1358
commenced.	1359

(2) A person who is a partner or liquidating trustee on the	1360
date on which this chapter first applies to the partnership	1361
pursuant to division (C) of section 1776.95 of the Revised Code,	1362
or who thereafter becomes a partner or a liquidating trustee of a	1363
partnership, thereby consents to the appointment of each partner	1364
who has signed a statement of partnership authority under section	1365
1776.33 of the Revised Code, and any agent named in a statement of	1366
partnership authority under section 1776.33 of the Revised Code,	1367
as that person's agent upon whom service of process may be made.	1368
Any process so served shall be of the same legal force and	1369
validity as if served upon the partner or liquidating trustee	1370
within this state.	1371

(B) In a written partnership agreement or other writing, a	1372
partner may consent to be subject to the nonexclusive jurisdiction	1373
of the courts of, or arbitration in, a specified jurisdiction, or	1374
the exclusive jurisdiction of the courts of this state, or the	1375
exclusivity of arbitration in a specified jurisdiction or this	1376
state, and to be served with legal process in the manner	1377
prescribed in the partnership agreement or other writing.	1378

(C) Nothing in this section limits or affects the right to	1379
serve process in any other manner now or hereafter provided by	1380
law. This section is an extension of, and not a limitation upon,	1381
the right otherwise existing of service of legal process.	1382

Sec. 1776.11. (A) Any person who is adversely affected by the	1383
failure or refusal of a person to execute a statement as this	1384
chapter requires may petition the court of common pleas to direct	1385
the execution of that statement. If the court finds that the	1386
execution of the statement is proper and that a person has failed	1387
or refused to execute that statement as designated, the court	1388
shall order the secretary of state to file that statement.	1389

(B) Any person who is adversely affected by the failure or	1390
refusal of another person to execute a partnership agreement or	1391
amendment when that person is designated to do so may petition the	1392
court of common pleas to direct the execution of the partnership	1393
agreement or amendment. If the court finds that the partnership	1394
agreement or amendment should be executed and that a designated	1395
person has failed or refused to do so, the court shall enter an	1396
order granting appropriate relief.	1397

Sec. 1776.12. (A) Any statement filed with the secretary of	1398
state pursuant to this chapter that is an inaccurate record of the	1399
action referred to in the statement, or that was defectively or	1400
erroneously executed, may be corrected by filing a statement of	1401
correction with the secretary of state. The statement of	1402
correction shall specify the inaccuracy or defect to be corrected,	1403
set forth the inaccurate or defective portion of the statement in	1404
corrected form, and be executed and filed as this chapter	1405
requires. The statement of correction is effective as of the date	1406
the original statement was filed, except as to persons who are	1407
substantially and adversely affected by the correction, for whom	1408
the statement of correction is effective from its filing date.	1409

(B) In lieu of filing a statement of correction as division	1410
(A) of this section describes, a statement may be corrected by	1411
executing and filing a corrected statement with the secretary of	1412
state in the same manner as an original statement, and paying a	1413
fee equal to the fee payable for an original statement. The	1414
corrected statement shall specify in its heading that it is a	1415
corrected statement, specify the inaccuracy or defect to be	1416
corrected, and set forth the entire statement in corrected form. A	1417
statement corrected in accordance with this division is effective	1418
as of the date the original statement was filed, except as to	1419
those who are substantially and adversely affected by the	1420
correction, for whom the corrected statement is effective from its	1421
filing date.	1422

Sec. 1776.21. (A) A partnership is an entity distinct from	1423
its partners.	1424

(B) A limited liability partnership continues to be the same	1425
entity that existed before the filing of a statement of	1426
qualification under section 1776.81 of the Revised Code.	1427

(C) Except as otherwise provided in the Revised Code or the	1428
partnership agreement, a partnership formed under this chapter has	1429
authority to engage in any activity in which a domestic	1430
corporation or a domestic limited liability company may lawfully	1431
engage and has the powers of a domestic corporation or domestic	1432
limited liability company.	1433

Sec. 1776.22. (A) Except as otherwise provided in division	1434
(B) of this section, any association of two or more persons to	1435
carry on as co-owners a business for-profit forms a partnership,	1436
whether or not the persons intend to form a partnership.	1437

(B) An association formed under a statute not included in	1438
this chapter, a predecessor statute, or a comparable statute of	1439
another jurisdiction is not a partnership under this chapter.	1440

(C) In determining whether a partnership is formed, the	1441
following rules apply:	1442

(1) Holding property in joint tenancy, tenancy in common,	1443
tenancy by the entireties, joint property, common property, or	1444
part ownership does not by itself establish a partnership, even if	1445
the co-owners share profits made by the use of the property.	1446

(2) The sharing of gross returns does not by itself establish	1447
a partnership, even if the persons sharing the returns have a	1448
joint or common right or interest in property from which the	1449
returns are derived.	1450

(3) A person who receives a share of the profits of a	1451
business is presumed to be a partner in the business, unless the	1452
profits were received in payment for any of the following:	1453

(a) A debt by installments or otherwise;

1454

(b) Services as an independent contractor or wages or other	1455
compensation to an employee;	1456

(c) Rent;

1457

(d) An annuity or other retirement or health benefit to a	1458
beneficiary, representative, or designee of a deceased or retired	1459
partner;	1460

(e) Interest or other charge on a loan, even if the amount of	1461
payment varies with the profits of the business, including a	1462
direct or indirect present or future ownership of the collateral,	1463
or rights to income, proceeds, or increase in value derived from	1464
the collateral;	1465

(f) The sale of the goodwill of a business or other property	1466
by installments or otherwise.	1467

Sec. 1776.23. (A) Property acquired by a partnership is	1468
property of the partnership and not the property of the partners	1469
individually.	1470

(B) Property is partnership property if the property is	1471
acquired in the name of either of the following:	1472

(1) The partnership;

1473

(2) One or more partners when the instrument transferring	1474
title to the property indicates that the transferee holds the	1475
property in the capacity as a partner, or that a partnership	1476
exists but without an indication of the name of the partnership.	1477

(C) Property is acquired in the name of the partnership by a	1478
transfer to either of the following:	1479

(1) The partnership in its name;

1480

(2) One or more partners in their capacity as partners in the	1481
partnership, if the name of the partnership is indicated in the	1482
instrument transferring title to the property.	1483

(D) Property is presumed to be partnership property if	1484
purchased with partnership assets, even if it is not acquired as	1485
described in division (B) of this section.	1486

(E) Property acquired in the name of one or more of the	1487
partners, when there is no indication in the instrument	1488
transferring title to the property of the person's capacity as a	1489
partner or of the existence of a partnership and without the use	1490
of partnership assets, is presumed to be separate property, even	1491
if used for partnership purposes.	1492

Sec. 1776.24. (A) The contribution of a partner may be in	1493
cash, property, or services rendered, or a promissory note or	1494
other obligation to contribute cash or property or to perform	1495
services.	1496

(B) A partner is obligated to the partnership to perform any	1497
promise to contribute cash, property, or services even if the	1498
partner is unable to perform because of death, disability, or any	1499
other reason. If a partner does not make the required contribution	1500
of property or services, the partner is obligated, at the option	1501
of the partnership, to contribute cash equal to the value of the	1502
contribution that has not been made. The foregoing option is in	1503
addition to, and not in lieu of, any other rights, including the	1504
right to specific performance, that the partnership may have	1505
against a partner under the partnership agreement or applicable	1506
law.	1507

(C) A partnership agreement may provide that the partnership	1508
interest of any partner who fails to make any required	1509
contribution is subject to specified penalties for, or specified	1510
consequences of, that failure. The penalty or consequence may take	1511
the form of reducing or eliminating the defaulting partner's	1512
interest in the partnership, subordinating the partner's	1513
partnership interest to that of nondefaulting partners, a forced	1514
sale of the partner's partnership interest, forfeiture of the	1515
partner's partnership interest, the lending by other partners of	1516
the amount necessary to meet the partner's commitment, a fixing of	1517
the value of the partner's partnership interest by appraisal or by	1518
formula and the redemption or sale of the partner's partnership	1519
interest at that value, or any other penalty or consequence.	1520

Sec. 1776.31. Both of the following govern the acts of a	1521
partner, subject to any statement of partnership authority under	1522
section 1776.33 of the Revised Code:	1523

(A) Each partner is an agent of the partnership for the	1524
purpose of its business. An act of a partner, including the	1525
execution of an instrument in the partnership name, for apparently	1526
carrying on in the ordinary course the partnership business or	1527
business of the kind carried on by the partnership binds the	1528
partnership, unless the partner had no authority to act for the	1529
partnership in the particular matter and the person with whom the	1530
partner was dealing knew or had received a notification that the	1531
partner lacked authority.	1532

(B) An act of a partner that is not apparently for carrying	1533
on in the ordinary course the partnership business or business of	1534
the kind the partnership carries on binds the partnership only if	1535
the act was authorized by the other partners.	1536

Sec. 1776.32. (A) Partnership property may be transferred as	1537
follows:	1538

(1) Partnership property held in the name of the partnership	1539
may be transferred by an instrument of transfer a partner executes	1540
in the partnership name, subject to any statement of partnership	1541
authority under section 1776.33 of the Revised Code.	1542

(2) Partnership property held in the name of one or more	1543
partners, when the instrument transferring the property to them	1544
indicates their capacity as partners or of the existence of a	1545
partnership but does not indicate the name of the partnership, may	1546
be transferred by an instrument of transfer executed by the	1547
persons in whose name the property is held.	1548

(3) Partnership property held in the name of one or more	1549
persons other than the partnership, without an indication in the	1550
instrument transferring the property to them of their capacity as	1551
partners or of the existence of a partnership, may be transferred	1552
by an instrument of transfer executed by the persons in whose name	1553
the property is held.	1554

(B) A partnership may recover partnership property from a	1555
transferee only if it proves that the execution of the instrument	1556
of initial transfer did not bind the partnership under section	1557
1776.31 of the Revised Code and that either of the following is	1558
true:	1559

(1) A subsequent transferee who gave value for property	1560
transferred under division (A)(1) or (2) of this section knew or	1561
had received a notification that the person who executed the	1562
instrument of initial transfer lacked authority to bind the	1563
partnership;	1564

(2) A transferee who gave value for property transferred	1565
under division (A)(3) of this section, knew or had received a	1566
notification that the property was partnership property and the	1567
person who executed the instrument of initial transfer lacked	1568
authority to bind the partnership.	1569

(C) A partnership may not recover partnership property from a	1570
subsequent transferee if, under division (B) of this section, the	1571
partnership would not have been entitled to recover the property	1572
from any earlier transferee of the property.	1573

(D) If a person holds all interests of all partners in the	1574
partnership, all of the partnership property vests in that person.	1575
The person may execute a document in the name of the partnership	1576
to evidence vesting of the property in that person and may file or	1577
record the document.	1578

Sec. 1776.33. (A)(1) A partnership may file a statement of	1579
partnership authority. Any statement filed pursuant to this	1580
section shall include all of the following:	1581

(a) The name of the partnership;

1582

(b) The street address of the partnership's chief executive	1583
office and that of one office in this state, if an office exists	1584
in this state;	1585

(c) The names and mailing addresses of all of the partners or	1586
of an information agent the partnership appoints and maintains for	1587
the purpose of division (B) of this section;	1588

(d) The name and address of the agent for service of process	1589
and the signed acceptance of appointment, as section 1776.07 of	1590
the Revised Code requires.	1591

(2) Any statement filed pursuant to this section may state	1592
the names of the partners authorized to execute an instrument	1593
transferring real property held in the name of the partnership,	1594
the authority, including any limitations, that some or all of the	1595
partners have to enter into other transactions on behalf of the	1596
partnership, and any other matter.	1597

(B) If a filed statement of partnership authority names an	1598
agent, that agent shall maintain a list of the names and mailing	1599
addresses of all of the partners and make the list available to	1600
any person on request for good cause shown.	1601

(C) If a filed statement of partnership authority is executed	1602
pursuant to division (C) of section 1776.05 of the Revised Code	1603
and states the name of the partnership but does not contain all of	1604
the other information division (A) of this section requires, that	1605
statement shall operate as provided in divisions (D) and (E) of	1606
this section with respect to a person not a partner.	1607

(D) Except as otherwise provided in division (G) of this	1608
section, a filed statement of partnership authority supplements	1609
the authority of a partner to enter into transactions on behalf of	1610
the partnership as follows:	1611

(1) Except for transfers of real property, a grant of	1612
authority contained in a filed statement of partnership authority	1613
is conclusive in favor of any person who gives value without	1614
knowledge to the contrary, so long as, and to the extent that,	1615
another filed statement does not contain a limitation on that	1616
authority. A filed cancellation of a limitation on authority	1617
revives the previous grant of authority.	1618

(2) A grant of authority to transfer real property held in	1619
the name of the partnership that is contained in a certified copy	1620
of a filed statement of partnership authority recorded in the	1621
office of a county recorder, is conclusive as to real property in	1622
the county where the statement is recorded, in favor of a person	1623
who gives value without knowledge to the contrary, so long as, and	1624
to the extent that, a certified copy of a filed statement	1625
containing a limitation on that authority is not of record in the	1626
same office. Recording a certified copy of a filed cancellation of	1627
a limitation on authority in the office of a county recorder	1628
revives the previous grant of authority filed in that office.	1629

(E) A person not a partner is deemed to know of a limitation	1630
of a partner's authority to transfer real property held in the	1631
name of the partnership if a certified copy of the filed statement	1632
containing the limitation on authority is of record in the office	1633
for recording transfers of that real property.	1634

(F) Except as otherwise provided in divisions (D) and (E) of	1635
this section and sections 1776.57 and 1776.65 of the Revised Code,	1636
a person not a partner is not deemed to know of a limitation on	1637
the authority of a partner merely because the limitation is	1638
contained in a filed statement.	1639

(G) Unless earlier canceled, a filed statement of partnership	1640
authority is canceled by operation of law five years after the	1641
date on which the statement, or the most recent amendment, is	1642
filed with the secretary of state.	1643

Sec. 1776.34. A partner, or other person that a filed	1644
statement of partnership authority names as a partner or included	1645
in a list an agent maintains pursuant to division (B) of section	1646
1776.33 of the Revised Code, may file a statement of denial	1647
stating the name of the partnership and the fact that is being	1648
denied, which may include denial of a person's authority or status	1649
as a partner. A statement of denial is a limitation on authority	1650
under divisions (D) and (E) of section 1776.33 of the Revised	1651
Code.	1652

Sec. 1776.35. (A) A partnership is liable for loss or injury	1653
caused to a person or for a penalty incurred as a result of a	1654
wrongful act or omission, or other actionable conduct, of a	1655
partner acting in the ordinary course of business of the	1656
partnership or with authority of the partnership.	1657

(B) A partnership is liable for the loss if, in the course of	1658
the partnership's business or while acting with authority of the	1659
partnership, a partner receives or causes the partnership to	1660
receive money or property of a person not a partner, and a partner	1661
misapplies the money or property.	1662

Sec. 1776.36. (A) Except as otherwise provided in divisions	1663
(B) and (C) of this section, all partners are liable jointly and	1664
severally for all obligations of the partnership unless otherwise	1665
agreed by the claimant or provided by law.	1666

(B) A person admitted as a partner into an existing	1667
partnership is not personally liable for any partnership	1668
obligation incurred before the person's admission as a partner.	1669

(C) An obligation of a partnership incurred while the	1670
partnership is a limited liability partnership, whether arising in	1671
contract, tort, or otherwise, is solely the obligation of the	1672
partnership. A partner is not personally liable, directly or	1673
indirectly, by way of contribution or otherwise, for such an	1674
obligation solely by reason of being or acting as a partner. This	1675
division applies notwithstanding anything inconsistent in the	1676
partnership agreement that existed before any vote required to	1677
become a limited liability partnership under division (B) of	1678
section 1776.81 of the Revised Code.	1679

Sec. 1776.37. (A) A partnership may sue and be sued in the	1680
name of the partnership.	1681

(B) An action may be brought against the partnership and, to	1682
the extent not inconsistent with section 1776.36 of the Revised	1683
Code, any or all of the partners in the same action or in	1684
separate actions.	1685

(C) A judgment against a partnership is not by itself a	1686
judgment against a partner. A judgment against a partnership may	1687
not be satisfied from a partner's assets unless there is also a	1688
judgment against the partner.	1689

(D) A judgment creditor of a partner may not levy execution	1690
against the assets of a partner to satisfy a judgment based on a	1691
claim against the partnership unless the partner is personally	1692
liable for the claim under section 1776.36 of the Revised Code and	1693
any of the following apply:	1694

(1) A judgment based on the same claim was obtained against	1695
the partnership and a writ of execution on the judgment was	1696
returned unsatisfied in whole or in part;	1697

(2) The partnership is a debtor in bankruptcy;

1698

(3) The partner agreed that the creditor need not exhaust	1699
partnership assets;	1700

(4) A court grants permission to the judgment creditor to	1701
levy execution against the assets of a partner based on a finding	1702
that partnership assets subject to execution are clearly	1703
insufficient to satisfy the judgment, that exhaustion of	1704
partnership assets is excessively burdensome, or that the grant of	1705
permission is an appropriate exercise of the court's equitable	1706
powers;	1707

(5) Liability is imposed on the partner by law or contract	1708
independent of the existence of the partnership.	1709

(E) This section applies to any partnership liability or	1710
obligation resulting from a representation by a partner or	1711
purported partner under section 1776.38 of the Revised Code.	1712

Sec. 1776.38. (A) If a person, by words or conduct, purports	1713
to be a partner, or consents to being represented by another as a	1714
partner, in a partnership or with one or more persons not	1715
partners, the purported partner is liable to any person to whom	1716
the representation is made if that person, relying on the	1717
representation, enters into a transaction with the actual or	1718
purported partnership. If the representation, either by the	1719
purported partner or by a person with the purported partner's	1720
consent, is made in a public manner, the purported partner is	1721
liable to a person who relies upon the purported partnership even	1722
if the purported partner is not aware of being held out as a	1723
partner to the claimant. If partnership liability results, the	1724
purported partner is liable with respect to that liability as if	1725
the purported partner were a partner. If no partnership liability	1726
results, the purported partner is liable with respect to that	1727
liability jointly and severally with any other person consenting	1728
to the representation.	1729

(B) If a person is represented to be a partner in an existing	1730
partnership, or with one or more persons not partners, the	1731
purported partner is an agent of persons consenting to the	1732
representation to bind them to the same extent and in the same	1733
manner as if the purported partner were a partner, with respect to	1734
persons who enter into transactions in reliance upon the	1735
representation. If all of the partners of the existing partnership	1736
consent to the representation, a partnership act or obligation	1737
results. If fewer than all of the partners of the existing	1738
partnership consent to the representation, the person acting and	1739
the partners consenting to the representation are jointly and	1740
severally liable.	1741

(C) A person is not liable as a partner merely because the	1742
person is named by another in a statement of partnership	1743
authority.	1744

(D) A person does not continue to be liable as a partner	1745
merely because of a failure to file a statement of dissociation or	1746
to amend a statement of partnership authority to indicate the	1747
partner's dissociation from the partnership.	1748

(E) Except as otherwise provided in divisions (A) and (B) of	1749
this section, persons who are not partners as to each other are	1750
not liable as partners as to other persons.	1751

Sec. 1776.41. (A) Each partner is deemed to have an account	1752
to which both of the following apply:	1753

(1) The account is credited with an amount equal to the money	1754
plus the value of any other property, net of the amount of any	1755
liabilities, the partner contributes to the partnership and the	1756
partner's share of the partnership profits;	1757

(2) The account is charged with an amount equal to the money	1758
plus the value of any other property, net of the amount of any	1759
liabilities, the partnership distributes to the partner and the	1760
partner's share of the partnership losses.	1761

(B) Each partner is entitled to an equal share of the	1762
partnership profits and is chargeable with a share of the	1763
partnership losses in proportion to the partner's share of the	1764
profits.	1765

(C) A partnership shall reimburse a partner for payments made	1766
and indemnify a partner for liabilities the partner incurs in the	1767
ordinary course of the business of the partnership or for the	1768
preservation of its business or property.	1769

(D) A partnership shall reimburse a partner for an advance to	1770
the partnership beyond the amount of capital the partner agreed to	1771
contribute.	1772

(E) A payment or advance made by a partner that gives rise to	1773
a partnership obligation under division (C) or (D) of this section	1774
constitutes a loan to the partnership that accrues interest from	1775
the date of the payment or advance.	1776

(F) Each partner has equal rights in the management and	1777
conduct of the partnership business.	1778

(G) A partner may use or possess partnership property only on	1779
behalf of the partnership.	1780

(H) A partner is not entitled to remuneration for services	1781
performed for the partnership, except for reasonable compensation	1782
for services rendered in winding up the business of the	1783
partnership.	1784

(I) A person may become a partner only with the consent of	1785
all of the partners.	1786

(J) A difference arising as to a matter in the ordinary	1787
course of business of a partnership may be decided by a majority	1788
of the partners. An act outside the ordinary course of business of	1789
a partnership and an amendment to the partnership agreement may be	1790
undertaken only with the consent of all of the partners.	1791

(K) This section does not affect the obligations of a	1792
partnership to other persons under section 1776.31 of the Revised	1793
Code.	1794

Sec. 1776.42. A partner has no right to receive, and is not	1795
required to accept, a distribution in kind.	1796

Sec. 1776.43. (A) A partnership shall keep its books and	1797
records, if any, at its chief executive office.	1798

(B) A partnership shall provide partners and their agents and	1799
attorneys access to its books and records. It shall provide former	1800
partners and their agents and attorneys access to books and	1801
records pertaining to the period during which they were partners.	1802
The right of access provides the opportunity to inspect and copy	1803
books and records during ordinary business hours. A partnership	1804
may impose a reasonable charge, covering the costs of labor and	1805
material, for copies of documents furnished.	1806

(C) Each partner and the partnership shall furnish to a	1807
partner, and to the legal representative of a deceased partner or	1808
partner under legal disability, both of the following:	1809

(1) Without demand, any information concerning the	1810
partnership's business and affairs reasonably required for the	1811
proper exercise of the partner's rights and duties under the	1812
partnership agreement or this chapter;	1813

(2) On demand, any other information concerning the	1814
partnership's business and affairs, except to the extent the	1815
demand or the information demanded is unreasonable or otherwise	1816
improper under the circumstances.	1817

Sec. 1776.44. (A) The only fiduciary duties a partner owes to	1818
the partnership and the other partners are the duty of loyalty and	1819
the duty of care set forth in divisions (B) and (C) of this	1820
section.	1821

(B) A partner's duty of loyalty to the partnership and the	1822
other partners is limited to the following:	1823

(1) To account to the partnership and hold as trustee for it	1824
any property, profit, or benefit derived by the partner in the	1825
conduct and winding up of the partnership business or derived from	1826
a use by the partner of partnership property, including the	1827
appropriation of a partnership opportunity;	1828

(2) To refrain from dealing with the partnership in the	1829
conduct or winding up of the partnership business as or on behalf	1830
of a party having an interest adverse to the partnership;	1831

(3) To refrain from competing with the partnership in the	1832
conduct of the partnership business before the dissolution of the	1833
partnership.	1834

(C) A partner's duty of care to the partnership and the other	1835
partners in the conduct and winding up of the partnership business	1836
is limited to refraining from engaging in grossly negligent or	1837
reckless conduct, intentional misconduct, or a knowing violation	1838
of law.	1839

(D) A partner shall discharge duties to the partnership and	1840
the other partners pursuant to this chapter or under the	1841
partnership agreement and shall exercise any rights consistent	1842
with the obligation of good faith and fair dealing.	1843

(E) A partner does not violate a duty or obligation under	1844
this chapter, or under the partnership agreement, merely because	1845
the partner's conduct furthers the partner's own interest.	1846

(F) A partner may lend money to and transact other business	1847
with the partnership, and as to each loan or transaction the	1848
rights and obligations of the partner are the same as those of a	1849
person who is not a partner, subject to other applicable law.	1850

(G) This section applies to a person winding up the	1851
partnership business as the personal or legal representative of	1852
the last surviving partner as if the person were a partner.	1853

Sec. 1776.45. (A) A partnership may maintain an action	1854
against a partner for a breach of the partnership agreement or for	1855
the violation of a duty to the partnership, causing harm to the	1856
partnership.	1857

(B) A partner may maintain an action against the partnership	1858
or another partner for legal or equitable relief, with or without	1859
an accounting as to partnership business, to enforce any of the	1860
following:	1861

(1) The partner's rights under the partnership agreement;

1862

(2) The partner's rights under this chapter, including any of	1863
the following:	1864

(a) The partner's rights under sections 1776.41, 1776.43, or	1865
1776.44 of the Revised Code;	1866

(b) The partner's right on dissociation to have the partner's	1867
interest in the partnership purchased pursuant to section 1776.54	1868
of the Revised Code, or any other right under sections 1776.51 to	1869
1776.53 or sections 1776.54 to 1776.58 of the Revised Code;	1870

(c) The partner's right to compel a dissolution and winding	1871
up of the partnership business or enforce any other right under	1872
sections 1776.61 to 1776.67 of the Revised Code.	1873

(3) The rights and otherwise protect the interests of the	1874
partner, including rights and interests arising independently of	1875
the partnership relationship.	1876

(C) This section does not govern the accrual of, and any time	1877
limitation on, a right of action for a remedy under this section.	1878
A right to an accounting upon dissolution and winding up does not	1879
revive a claim barred by law.	1880

Sec. 1776.46. (A) If a partnership for a definite term or	1881
particular undertaking is continued, without an express	1882
agreement, after the expiration of the term or completion of the	1883
undertaking, the rights and duties of the partners remain the same	1884
as they were at the expiration or completion, so far as is	1885
consistent with a partnership at will.	1886

(B) If the partners, or those who habitually acted in the	1887
business during the term or undertaking, continue the business	1888
without any settlement or liquidation of the partnership, the	1889
partners are presumed to have agreed that the partnership will	1890
continue.	1891

Sec. 1776.47.  A partner is not a co-owner of partnership	1892
property and has no interest in partnership property that can be	1893
transferred, either voluntarily or involuntarily.	1894

Sec. 1776.48.  A partner's economic interest is the only	1895
transferable interest of a partner in the partnership. The	1896
economic interest is personal property.	1897

Sec. 1776.49.  (A) A transfer, in whole or in part, of a	1898
partner's economic interest in the partnership is permissible and	1899
does not by itself cause the partner's dissociation or a	1900
dissolution and winding up of the partnership business. A transfer	1901
does not entitle the transferee, as against the other partners or	1902
the partnership, during the continuance of the partnership, to	1903
participate in the management or conduct of the partnership	1904
business, to require access to information concerning partnership	1905
transactions, or to inspect or copy the partnership books or	1906
records.	1907

(B) A transferee of a partner's economic interest in the	1908
partnership has a right:	1909

(1) To receive, in accordance with the transfer,	1910
distributions to which the transferor otherwise would be	1911
entitled;	1912

(2) To receive upon the dissolution and winding up of the	1913
partnership business, in accordance with the transfer, the net	1914
amount otherwise distributable to the transferor;	1915

(3) To seek under division (F) of section 1776.61 of the	1916
Revised Code, a determination by a tribunal that it is equitable	1917
to wind up the partnership business.	1918

(C) In a dissolution and winding up, a transferee is entitled	1919
to an account of partnership transactions only from the date of	1920
the latest account to which all of the partners agreed.	1921

(D) Upon transfer, the transferor retains the rights and	1922
duties of a partner other than the interest in distributions	1923
transferred.	1924

(E) A partnership need not give effect to a transferee's	1925
rights under this section until it has notice and reasonable proof	1926
of the transfer.	1927

(F) A transfer of a partner's economic interest in the	1928
partnership in violation of a restriction on transfer contained in	1929
the partnership agreement is ineffective as to a person having	1930
notice of the restriction at the time of transfer.	1931

(G) Sections 1309.406 and 1309.408 of the Revised Code do not	1932
apply to any partnership interest in a partnership formed under	1933
this chapter.	1934

Sec. 1776.50. (A) On application by a judgment creditor of a	1935
partner or of a partner's transferee, a court having jurisdiction	1936
may charge the economic interest of the judgment debtor to satisfy	1937
the judgment. The court may appoint a receiver of the share of the	1938
distributions due or to become due to the judgment debtor in	1939
respect of the partnership and make all other orders, directions,	1940
accounts, and inquiries the judgment debtor might have made or	1941
which the circumstances of the case may require.	1942

(B) A charging order constitutes a lien on the judgment	1943
debtor's economic interest in the partnership. The court may order	1944
a foreclosure of the interest subject to the charging order at any	1945
time. The purchaser at the foreclosure sale has the rights of a	1946
transferee.	1947

(C) At any time before foreclosure, an interest charged may	1948
be redeemed by any of the following:	1949

(1) The judgment debtor;

1950

(2) One or more of the other partners by using property other	1951
than partnership property;	1952

(3) One or more of the other partners, with the consent of	1953
all of the partners whose interests are not so charged, by using	1954
partnership property.	1955

(D) Nothing in this chapter deprives a partner of any right	1956
under exemption laws with respect to the partner's interest in the	1957
partnership.	1958

(E) This section provides the exclusive remedy by which a	1959
judgment creditor of a partner, or partner's transferee, may	1960
satisfy a judgment out of the judgment debtor's economic interest	1961
in the partnership.	1962

Sec. 1776.51. A partner is dissociated from a partnership	1963
upon the occurrence of any of the following events:	1964

(A) The partnership has notice of the partner's express will	1965
to withdraw as a partner, on the date of the notice or on a later	1966
date the partner specifies;	1967

(B) The happening of an event agreed to in the partnership	1968
agreement as causing the partner's dissociation;	1969

(C) The partner's expulsion pursuant to the partnership	1970
agreement;	1971

(D) The partner's expulsion by the unanimous vote of the	1972
other partners because of any of the following:	1973

(1) It is unlawful to carry on the partnership business with	1974
that partner.	1975

(2) A transfer of all or substantially all of that partner's	1976
economic interest in the partnership, other than a transfer for	1977
security purposes, or a court order charging the partner's	1978
interest, which has not been foreclosed;	1979

(3) A certificate of dissolution is not revoked or the	1980
charter or a right to conduct business is not reinstated within	1981
ninety days after the partnership notifies a corporate partner of	1982
its expulsion because the corporate partner filed a certificate	1983
of dissolution or the equivalent, had its charter revoked, or had	1984
its right to conduct business suspended by the jurisdiction of	1985
its incorporation.	1986

(4) The partner is a partnership that has dissolved and is	1987
winding up its business.	1988

(E) On application by the partnership or another partner, a	1989
tribunal determines any of the following is cause for expulsion:	1990

(1) The partner engaged in wrongful conduct that adversely	1991
and materially affects the partnership business.	1992

(2) The partner willfully or persistently committed a	1993
material breach of the partnership agreement or a duty owed to the	1994
partnership or the other partners under section 1776.44 of the	1995
Revised Code.	1996

(3) The partner engaged in conduct relating to the	1997
partnership business that makes it not reasonably practicable to	1998
carry on the business in partnership with the partner.	1999

(F) The partner's doing any of the following:

2000

(1) Becoming a debtor in bankruptcy;

2001

(2) Executing an assignment for the benefit of creditors;

2002

(3) Seeking, consenting to, or acquiescing in the appointment	2003
of a trustee, receiver, or liquidator of that partner or of all or	2004
substantially all of that partner's property;	2005

(4) Failing, within ninety days after the appointment, to	2006
have vacated or stayed the appointment of a trustee, receiver, or	2007
liquidator of either the partner or all or substantially all of	2008
the partner's property that was obtained without the partner's	2009
consent or acquiescence, or failing within ninety days after the	2010
expiration of a stay to have the appointment vacated.	2011

(G) Any of the following, in the case of a partner who is an	2012
individual:	2013

(1) The partner's death;

2014

(2) The appointment of a guardian or general conservator for	2015
the partner;	2016

(3) A determination by a tribunal that the partner has	2017
otherwise become incapable of performing the partner's duties	2018
under the partnership agreement.	2019

(H) In the case of a partner that is a trust or is acting as	2020
a partner by virtue of being a trustee of a trust, distribution of	2021
the trust's entire economic interest in the partnership, but not	2022
merely by reason of the substitution of a successor trustee;	2023

(I) In the case of a partner that is an estate or is acting	2024
as a partner by virtue of being a personal representative of an	2025
estate, distribution of the estate's entire economic interest in	2026
the partnership, but not merely by reason of the substitution of a	2027
successor personal representative;	2028

(J) Termination of a partner that is not an individual,	2029
partnership, corporation, trust, or estate.	2030

Sec. 1776.52. (A) A partner has the power to dissociate at	2031
any time, rightfully or wrongfully, by express will pursuant to	2032
division (A) of section 1776.51 of the Revised Code.	2033

(B) A partner's dissociation is wrongful only if either of	2034
the following applies to that dissociation:	2035

(1) It is in breach of an express provision of the	2036
partnership agreement.	2037

(2) In the case of a partnership for a definite term or	2038
particular undertaking, before the expiration of the term or the	2039
completion of the undertaking, if any of the following applies:	2040

(a) The partner withdraws by express will, unless the	2041
withdrawal follows within ninety days after another partner's	2042
dissociation by death or otherwise under divisions (F) to (J) of	2043
section 1776.51 of the Revised Code or wrongful dissociation	2044
under division (B) of this section;	2045

(b) The partner is expelled by a determination by a tribunal	2046
under division (E) of section 1776.51 of the Revised Code.	2047

(c) The partner is dissociated by becoming a debtor in	2048
bankruptcy.	2049

(d) In the case of a partner who is not an individual, trust	2050
other than a business trust, or estate, the partner is expelled or	2051
otherwise dissociated because it willfully dissolved or	2052
terminated.	2053

(C) A partner who wrongfully dissociates is liable to the	2054
partnership and to the other partners for damages caused by the	2055
dissociation. The liability is in addition to any other obligation	2056
of the partner to the partnership or to the other partners.	2057

Sec. 1776.53. (A) If a partner's dissociation results in a	2058
dissolution and winding up of the partnership business, sections	2059
1776.61 to 1776.67 of the Revised Code apply. Otherwise, sections	2060
1776.54 to 1776.58 of the Revised Code apply.	2061

(B) Upon a partner's dissociation, all of the following	2062
apply:	2063

(1) The partner's right to participate in the management and	2064
conduct of the partnership business terminates, except as	2065
otherwise provided in section 1776.63 of the Revised Code;	2066

(2) The partner's duty of loyalty under division (B)(3) of	2067
section 1776.44 of the Revised Code terminates;	2068

(3) The partner's duty of loyalty under divisions (B)(1) and	2069
(2) of section 1776.44 of the Revised Code and duty of care under	2070
division (C) of section 1776.44 of the Revised Code continue only	2071
with regard to matters arising and events occurring before the	2072
partner's dissociation, unless the partner participates in winding	2073
up the partnership's business pursuant to section 1776.63 of the	2074
Revised Code.	2075

Sec. 1776.54. (A) When a partner is dissociated from a	2076
partnership and that dissociation does not result in a dissolution	2077
and winding up of the partnership business under section 1776.61	2078
of the Revised Code, the partnership shall cause the dissociated	2079
partner's interest in the partnership to be purchased for a buyout	2080
price determined pursuant to division (B) of this section.	2081

(B)(1) The buyout price of a dissociated partner's interest	2082
is the amount that would have been distributable to the	2083
dissociating partner under division (B) of section 1776.67 of the	2084
Revised Code as if, on the date of dissociation, both of the	2085
following occurred:	2086

(a) The partnership sold the assets at a price equal to the	2087
greater of the liquidation value or the value based on a sale of	2088
the entire business as a going concern without the dissociated	2089
partner.	2090

(b) The partnership completed a winding up of the	2091
partnership business.	2092

(2) Interest shall be paid from the date of dissociation to	2093
the date of payment.	2094

(C) The partnership shall reduce the buyout price paid to the	2095
partner by any damages for wrongful dissociation under section	2096
1776.52 of the Revised Code and all other amounts owing, whether	2097
or not presently due, from the dissociated partner to the	2098
partnership. Interest shall be assessed on any amount owed to	2099
the partnership from the date the amount owed is due to the date	2100
of payment.	2101

(D) A partnership shall indemnify a dissociated partner whose	2102
interest is being purchased against all partnership liabilities,	2103
whether incurred before or after the dissociation, except	2104
liabilities incurred by an act of the dissociated partner under	2105
section 1776.55 of the Revised Code.	2106

(E) If no agreement for the purchase of a dissociated	2107
partner's interest is reached within one hundred twenty days after	2108
a written demand for payment, the partnership shall pay or cause	2109
to be paid, in cash to the dissociated partner, the amount the	2110
partnership estimates to be the buyout price and accrued interest,	2111
reduced by any offsets under division (C) of this section.	2112

(F) Notwithstanding division (E) of this section, if a	2113
deferred payment is authorized under division (H) of this section	2114
or if the partnership determines that immediate payment of the	2115
buyout price would cause undue hardship to the business of the	2116
partnership, the partnership may tender a written offer to pay the	2117
amount it estimates to be the buyout price and accrued interest,	2118
reduced by any offsets under division (C) of this section, stating	2119
the time of payment, the amount and type of security for payment,	2120
and the other terms and conditions of the obligation.	2121

(G) Any payment or tender required by division (E) or (F) of	2122
this section shall be accompanied by all of the following:	2123

(1) A statement of partnership assets and liabilities as of	2124
the date of dissociation;	2125

(2) The latest available partnership balance sheet and income	2126
statement, if any;	2127

(3) An explanation of how the estimated amount of the payment	2128
was calculated;	2129

(4) Written notice that the payment is in full satisfaction	2130
of the obligation to purchase unless, within one hundred twenty	2131
days after the written notice, the dissociated partner commences	2132
an action to determine the buyout price, any offsets under	2133
division (C) of this section, or other terms of the obligation to	2134
purchase;	2135

(5) If applicable, a brief explanation of the basis for the	2136
partnership's determination that immediate payment of the buyout	2137
price would cause undue hardship to the business of the	2138
partnership.	2139

(H) A partner who wrongfully dissociates before the	2140
expiration of a definite term or the completion of a particular	2141
undertaking is not entitled to payment of any portion of the	2142
buyout price until the expiration of the term or completion of the	2143
undertaking, unless the partner establishes to the satisfaction of	2144
the tribunal that earlier payment will not cause undue hardship to	2145
the business of the partnership. Any deferred payment shall be	2146
adequately secured and bear interest.	2147

(I)(1) A dissociated partner may maintain an action against	2148
the partnership pursuant to division (B)(2)(b) of section 1776.45	2149
of the Revised Code to determine the buyout price of that	2150
partner's interest, any offsets under division (C) of this	2151
section, or other terms of the obligation to purchase. Any action	2152
shall be commenced within one hundred twenty days after the	2153
partnership tenders payment or an offer to pay or within one year	2154
after written demand for payment if no payment or offer to pay is	2155
tendered.	2156

(2) The tribunal shall determine the buyout price of the	2157
dissociated partner's interest, any offset due under division (C)	2158
of this section, and accrued interest, and enter judgment for any	2159
additional payment or refund. If deferred payment is authorized	2160
under division (H) of this section or if the partnership	2161
determines that immediate payment of the buyout price would cause	2162
undue hardship to the partnership, and the partner does not	2163
establish to the satisfaction of the tribunal that earlier payment	2164
will not cause undue hardship to the business of the partnership,	2165
the tribunal also shall determine the security for payment and	2166
other terms of the obligation to purchase.	2167

(3) The tribunal may assess reasonable attorney's fees and	2168
the fees and expenses of appraisers or other experts for a party	2169
to the action, in amounts the tribunal finds equitable, against a	2170
party that the tribunal finds acted arbitrarily, vexatiously, or	2171
not in good faith. The finding may be based on the partnership's	2172
failure to tender payment or an offer to pay or to comply with	2173
division (G) of this section.	2174

Sec. 1776.55. (A) For two years after a partner dissociates	2175
without resulting in a dissolution and winding up of the	2176
partnership business, the partnership, including a surviving	2177
partnership under section 1776.68 of the Revised Code, is bound by	2178
any act of the dissociated partner that would have bound the	2179
partnership under section 1776.31 of the Revised Code before	2180
dissociation only if, at the time of entering into the transaction	2181
all of the following were true:	2182

(1) The other party reasonably believed that the dissociated	2183
partner was then a partner.	2184

(2) The other party did not have notice of the partner's	2185
dissociation.	2186

(3) The other party is not deemed to have had knowledge under	2187
division (E) of section 1776.33 of the Revised Code or notice	2188
under division (C) of section 1776.57 of the Revised Code.	2189

(B) A dissociated partner is liable to the partnership for	2190
any damage caused to the partnership arising from an obligation	2191
incurred by the dissociated partner after dissociation for which	2192
the partnership is liable under division (A) of this section.	2193

Sec. 1776.56. (A) A partner's dissociation does not of itself	2194
discharge the partner's liability for a partnership obligation	2195
incurred before dissociation. A dissociated partner is not liable	2196
for a partnership obligation incurred after dissociation, except	2197
as otherwise provided in division (B) of this section.	2198

(B) A partner who dissociates without resulting in a	2199
dissolution and winding up of the partnership business is liable	2200
as a partner to the other party in a transaction entered into by	2201
the partnership, or a surviving partnership under sections 1776.68	2202
to 1776.79 of the Revised Code, within two years after the	2203
partner's dissociation, only if pursuant to section 1776.36 of	2204
the Revised Code the partner would have been liable for the	2205
obligation if the transaction had been entered into while the	2206
person was a partner and, at the time of entering into the	2207
transaction, all of the following were true:	2208

(1) The other party reasonably believed that the dissociated	2209
partner was then a partner and reasonably relied on that belief in	2210
entering into the transaction.	2211

(2) The other party did not have notice of the partner's	2212
dissociation.	2213

(3) The other party is not deemed to have had knowledge under	2214
division (E) of section 1776.33 of the Revised Code or notice	2215
under division (C) of section 1776.57 of the Revised Code.	2216

(C) By agreement with the partnership creditor and the	2217
partners continuing the business, a dissociated partner may be	2218
released from liability for a partnership obligation.	2219

(D) A dissociated partner is released from liability for a	2220
partnership obligation if a partnership creditor, with notice of	2221
the partner's dissociation but without the partner's consent,	2222
agrees to a material alteration in the nature or time of payment	2223
of a partnership obligation.	2224

Sec. 1776.57. (A) A dissociated partner or the partnership	2225
may file a statement of dissociation stating the name of the	2226
partnership and that the partner is dissociated from the	2227
partnership.	2228

(B) A statement of dissociation is a limitation on the	2229
authority of a dissociated partner for the purposes of divisions	2230
(D) and (E) of section 1776.33 of the Revised Code.	2231

(C) For the purposes of division (A)(3) of section 1776.55	2232
and division (B)(3) of section 1776.56 of the Revised Code, a	2233
person not a partner is deemed to have notice of a dissociation	2234
ninety days after a statement of dissociation is filed.	2235

Sec. 1776.58. Continued use of a partnership name, or a	2236
dissociated partner's name as part thereof, by partners continuing	2237
the business does not of itself make the dissociated partner	2238
liable for an obligation of the partners or the partnership	2239
continuing the business.	2240

Sec. 1776.61. A partnership is dissolved, and the	2241
partnership's business shall be wound up, only upon the occurrence	2242
of any of the following events:	2243

(A) In a partnership at will, the partnership's having notice	2244
from a partner, other than a partner who is dissociated under	2245
divisions (B) to (J) of section 1776.51 of the Revised Code, of	2246
that partner's express will to withdraw immediately as a partner,	2247
or at a later date as specified by the partner;	2248

(B) In a partnership for a definite term or particular	2249
undertaking, any of the following applies:	2250

(1) Within ninety days after a partner's dissociation by	2251
death or otherwise under divisions (F) to (J) of section 1776.51	2252
of the Revised Code or wrongful dissociation under division (B) of	2253
section 1776.52 of the Revised Code, it is the express will of at	2254
least half of the remaining partners to wind up the partnership	2255
business, for which purpose a partner's rightful dissociation	2256
pursuant to division (B)(2)(a) of section 1776.52 of the Revised	2257
Code constitutes that partner's expression of a will to wind up	2258
the partnership business.	2259

(2) It is the express will of all of the partners to wind up	2260
the partnership business.	2261

(3) The term has expired or the undertaking is complete.

2262

(C) An event agreed to in the partnership agreement resulting	2263
in the winding up of the partnership business;	2264

(D) An event that makes it unlawful for all or substantially	2265
all of the business of the partnership to be continued, but a cure	2266
of illegality within ninety days after notice to the partnership	2267
of the event is effective retroactively to the date of the event	2268
for purposes of this section;	2269

(E) On application by a partner, a determination by a	2270
tribunal that any of the following is true:	2271

(1) The economic purpose of the partnership is likely to be	2272
unreasonably frustrated.	2273

(2) Another partner has engaged in conduct relating to the	2274
partnership business that makes it not reasonably practicable to	2275
carry on the business in partnership with that partner.	2276

(3) It is not otherwise reasonably practicable to carry on	2277
the partnership business in conformity with the partnership	2278
agreement.	2279

(F) On application by a transferee of a partner's economic	2280
interest, a tribunal determines that it is equitable to wind up	2281
the partnership business at either of the following times:	2282

(1) After the expiration of the term or completion of the	2283
undertaking, if the partnership was for a definite term or	2284
particular undertaking at the time of the transfer or entry of the	2285
charging order that gave rise to the transfer;	2286

(2) At any time, if the partnership was a partnership at will	2287
at the time of the transfer or entry of the charging order that	2288
gave rise to the transfer.	2289

Sec. 1776.62. (A) Subject to division (B) of this section, a	2290
partnership may continue after dissolution only for the purpose of	2291
winding up its business. The partnership is terminated when its	2292
business is completed.	2293

(B) At any time after the dissolution of a partnership and	2294
before the winding up of its business is completed, all of the	2295
partners, including any dissociating partner other than a	2296
wrongfully dissociating partner, may waive the right to have the	2297
partnership's business wound up and the partnership terminated. In	2298
that event, both of the following apply:	2299

(1) The partnership shall resume carrying on its business as	2300
if dissolution had never occurred, and any liability incurred by	2301
the partnership or a partner after the dissolution and before the	2302
waiver is determined as if dissolution had never occurred.	2303

(2) The dissolution shall not affect the rights of a third	2304
party accruing under division (A) of section 1776.64 of the	2305
Revised Code or arising out of conduct in reliance on the	2306
dissolution if those rights accrued or arose before the third	2307
party knew or received a notification of the waiver.	2308

Sec. 1776.63. (A) After dissolution, a partner who has not	2309
wrongfully dissociated may participate in winding up the	2310
partnership's business, but on the application of any partner, a	2311
partner's legal representative, or a transferee, the court of	2312
common pleas for good cause shown, may order judicial supervision	2313
of the winding up.	2314

(B) The legal representative of the last surviving partner	2315
may wind up a partnership's business.	2316

(C) A person winding up a partnership's business may preserve	2317
the partnership business or property as a going concern for a	2318
reasonable time, prosecute and defend actions and proceedings,	2319
whether civil, criminal, or administrative, settle and close the	2320
partnership's business, dispose of and transfer the partnership's	2321
property, discharge or make reasonable provision for the	2322
partnership's liabilities, distribute the assets of the	2323
partnership pursuant to section 1776.67 of the Revised Code,	2324
settle disputes by mediation or arbitration, and perform other	2325
necessary acts.	2326

Sec. 1776.64. Subject to section 1776.65 of the Revised Code,	2327
a partnership is bound by a partner's act after dissolution under	2328
either of the following conditions:	2329

(A) The act is appropriate for winding up the partnership	2330
business.	2331

(B) If the other party to the transaction did not have	2332
notice of the dissolution, the act would have bound the	2333
partnership under section 1776.31 of the Revised Code before	2334
dissolution.	2335

Sec. 1776.65. (A) After dissolution, a partner who has not	2336
wrongfully dissociated may file a statement of dissolution stating	2337
the name of the partnership and that the partnership has dissolved	2338
and is winding up its business.	2339

(B) A statement of dissolution cancels a filed statement of	2340
partnership authority for the purposes of division (D) of section	2341
1776.33 of the Revised Code and is a limitation on such authority	2342
for the purposes of division (E) section 1776.33 of the Revised	2343
Code.	2344

(C) For the purposes of sections 1776.31 and 1776.64 of the	2345
Revised Code, a person not a partner is deemed to have notice of	2346
the dissolution and the limitation on the partners' authority as a	2347
result of the statement of dissolution ninety days after it is	2348
filed.	2349

(D) After filing and recording any appropriate statement of	2350
dissolution, a dissolved partnership may file, and as appropriate,	2351
record a statement of partnership authority that will operate	2352
with respect to a person not a partner as provided in divisions	2353
(D) and (E) of section 1776.33 of the Revised Code in any	2354
transaction, whether or not the transaction is appropriate for	2355
winding up the partnership business.	2356

Sec. 1776.66. (A) Except as otherwise provided in division	2357
(B) of this section and in section 1776.36 of the Revised Code,	2358
after dissolution a partner is liable to the other partners for	2359
the partner's share of any partnership liability incurred under	2360
section 1776.64 of the Revised Code.	2361

(B) A partner who, with knowledge of the dissolution, incurs	2362
a partnership liability under division (B) of section 1776.64 of	2363
the Revised Code by an act that is not appropriate for winding up	2364
the partnership business is liable to the partnership for any	2365
damage caused to the partnership arising from the liability.	2366

Sec. 1776.67. (A) In winding up a partnership's business, any	2367
assets of the partnership, including the contributions this	2368
section requires the partners to make, shall be applied to	2369
discharge or make reasonable provision for its obligations to	2370
creditors, including, to the extent permitted by law, partners	2371
who are creditors. Any surplus shall be applied to pay in cash	2372
the net amount distributable to partners in accordance with their	2373
right to distributions under division (B) of this section.	2374

(B) Each partner is entitled to a settlement of all	2375
partnership accounts upon winding up the partnership business. In	2376
settling accounts among the partners, profits and losses that	2377
result from the liquidation of the partnership assets shall be	2378
credited and charged to the partners' accounts. The partnership	2379
shall make a distribution to a partner in an amount equal to any	2380
excess of the credits over the charges in the partner's account.	2381

(C) A partner shall contribute to the partnership an amount	2382
equal to any excess of the charges over the credits in the	2383
partner's account but excluding from the calculation charges	2384
attributable to an obligation for which the partner is not	2385
personally liable under section 1776.36 of the Revised Code.	2386

(D) If a partner fails to contribute the full amount required	2387
under division (C) of this section, all of the other partners	2388
shall contribute, in the proportions in which those partners share	2389
partnership losses, the additional amount necessary to satisfy the	2390
partnership obligations for which they are personally liable under	2391
section 1776.36 of the Revised Code.	2392

(E) The estate of a deceased partner is liable for the	2393
partner's obligation to contribute to the partnership.	2394

(F) A partner or partner's legal representative may recover	2395
from the other partners any contributions the partner has made to	2396
the extent the amount contributed exceeds that partner's share of	2397
the partnership obligations for which the partner is personally	2398
liable under section 1776.36 of the Revised Code.	2399

(G) After the settlement of accounts, each partner shall	2400
contribute, in the proportion in which the partner shares	2401
partnership losses, the amount necessary to satisfy, or make	2402
reasonable provision for, partnership obligations that were not	2403
known at the time of the settlement and for which the partner is	2404
personally liable under section 1776.36 of the Revised Code.	2405

(H) An assignee for the benefit of creditors of a partnership	2406
or a partner, or a person a court appoints to represent creditors	2407
of a partnership or a partner, may enforce a partner's obligation	2408
to contribute to the partnership.	2409

Sec. 1776.68. (A)(1) Pursuant to a written agreement of	2410
merger between the constituent entities as this section provides,	2411
a domestic partnership and one or more additional domestic	2412
partnerships or other domestic or foreign entities may be merged	2413
into a surviving domestic partnership. Pursuant to a written	2414
agreement of consolidation between the constituent entities, two	2415
or more domestic or foreign entities may be consolidated into a	2416
new domestic partnership formed by that consolidation.	2417

(2) When a constituent entity is formed or organized under	2418
the laws of any state other than this state or under any chapter	2419
of the Revised Code other than this chapter, no merger or	2420
consolidation may occur pursuant to this section unless permitted	2421
under the chapter of the Revised Code under which each domestic	2422
constituent entity exists and the laws under which each foreign	2423
constituent entity exists.	2424

(B) Any written agreement of merger or consolidation of	2425
constituent entities into a surviving or new domestic partnership	2426
shall set forth all of the following:	2427

(1) The name and the form of entity of each constituent	2428
entity, the state under the laws of which each constituent entity	2429
exists, and the name of the surviving or new domestic partnership;	2430

(2) In the case of a merger, that one or more specified	2431
constituent entities is being merged into a specified surviving	2432
domestic partnership, and, in the case of a consolidation, that	2433
the constituent entities are being consolidated into a new	2434
domestic partnership;	2435

(3) All statements and matters required to be set forth in an	2436
agreement of merger or consolidation by the laws under which each	2437
constituent entity exists;	2438

(4) In the case of a consolidation, the partnership agreement	2439
of the new domestic partnership or a provision that the written	2440
partnership agreement of a specified constituent partnership, a	2441
copy of which partnership agreement shall be attached to the	2442
agreement of consolidation, with any amendments that are set forth	2443
in the agreement of consolidation, shall be the agreement of	2444
partnership of the new domestic partnership;	2445

(5) In the case of a merger, any changes in the partners of	2446
the surviving domestic partnership and, in the case of a	2447
consolidation, the partners of the new domestic partnership or a	2448
provision specifying the partners of one or more specified	2449
constituent partnerships that constitute the initial partners of	2450
the new domestic partnership;	2451

(6) The terms of the merger or consolidation, the mode of	2452
carrying the terms into effect, and the manner and basis of	2453
converting the interests or shares in the constituent entities	2454
into, or exchanging the interests or shares in the constituent	2455
entities for, any interests, evidences of indebtedness, other	2456
securities, cash, rights, any other property, or any combination	2457
of property of the surviving domestic partnership, the new	2458
domestic partnership, or any other entity. No such conversion or	2459
exchange shall be effected if there are reasonable grounds to	2460
believe that the conversion or exchange would render the surviving	2461
or new domestic partnership unable to pay its obligations as they	2462
become due in the usual course of its affairs.	2463

(C) The written agreement of merger or consolidation of	2464
constituent entities into a surviving or new domestic partnership	2465
may set forth any of the following:	2466

(1) The effective date of the merger or consolidation, which	2467
date may be on or after the date of the filing of the certificate	2468
of merger or consolidation;	2469

(2) A provision authorizing one or more of the constituent	2470
entities to abandon the proposed merger or consolidation prior to	2471
filing the certificate of merger or consolidation pursuant to	2472
section 1776.70 of the Revised Code by action of the partners of a	2473
constituent partnership, the directors of a constituent	2474
corporation, or the comparable representatives of any other	2475
constituent entity;	2476

(3) In the case of a merger, any amendments to the	2477
partnership agreement of the surviving domestic partnership, or a	2478
provision that the written partnership agreement of a specified	2479
constituent partnership other than the surviving domestic	2480
partnership, with any amendments that are set forth in the	2481
agreement of merger, shall be the partnership agreement of the	2482
surviving domestic partnership;	2483

(4) A statement of, or a statement of the method of	2484
determining, the fair value of the assets to be owned by the	2485
surviving domestic partnership;	2486

(5) The parties to the agreement of merger or consolidation	2487
in addition to the constituent entities;	2488

(6) Any additional provision necessary or desirable with	2489
respect to the proposed merger or consolidation.	2490

(D) To effect the merger or consolidation, the agreement of	2491
merger or consolidation shall be adopted by the partners of each	2492
constituent domestic partnership, including the surviving domestic	2493
partnership in the case of a merger, and shall be adopted by or	2494
otherwise authorized by or on behalf of each other constituent	2495
entity in accordance with the laws under which it exists.	2496

(E) All partners, whether or not they are entitled to vote or	2497
act, shall be given written notice of any meeting of the partners	2498
of a constituent domestic partnership or of any proposed action	2499
by the partners of a constituent domestic partnership, which	2500
meeting or action is to adopt an agreement of merger or	2501
consolidation. The notice shall be given either by mail at the	2502
address on the records of the partnership or in person. Unless	2503
the partnership agreement provides a shorter or longer period,	2504
the notice shall be given not less than seven and not more than	2505
sixty days before the meeting or the effective date of the	2506
action. The notice shall be accompanied by a copy or a summary of	2507
the material provisions of the agreement of merger or	2508
consolidation.	2509

(F)(1) The unanimous vote or action of the partners or such	2510
different number or proportion as provided in writing in the	2511
partnership agreement is required to adopt an agreement of merger	2512
or consolidation pursuant to this section. If the agreement of	2513
merger or consolidation would effect or authorize any action that	2514
under any applicable provision of law or the partnership agreement	2515
could be effected or authorized only pursuant to a specified vote	2516
or action of the partners, or of any class or group of partners,	2517
the same vote or action as required to effect that change or	2518
authorize that action is required to adopt or approve the	2519
agreement of merger or consolidation.	2520

(2) An agreement of merger or consolidation is not effective	2521
against a person who would continue to be or who would become a	2522
general partner of a partnership that is the surviving or new	2523
entity in a merger or consolidation unless that person	2524
specifically agrees in writing either to continue or to become, as	2525
the case may be, a general partner of the partnership that is the	2526
surviving or new entity.	2527

(G)(1) At any time before the filing of the certificate of	2528
merger or consolidation pursuant to section 1776.70 of the Revised	2529
Code, if the agreement of merger or consolidation so authorizes,	2530
the partners of any constituent partnership, the directors of any	2531
constituent corporation, or the comparable representatives of any	2532
other constituent entity may abandon the merger or consolidation	2533
by the same vote or action as was required to adopt the agreement	2534
of merger or consolidation.	2535

(2) The agreement of merger or consolidation may contain a	2536
provision authorizing less than all of the partners of any	2537
constituent partnership, the directors of any constituent	2538
corporation, or the comparable representatives of any other	2539
constituent entity to amend the agreement of merger or	2540
consolidation at any time before the filing of the certificate of	2541
merger or consolidation, except that, after the adoption of the	2542
agreement of merger or consolidation by the partners of any	2543
constituent domestic partnership, only with the approval of all of	2544
the partners may an agreement of merger or consolidation be	2545
amended to do any of the following:	2546

(a) Alter or change the amount or kind of interests, shares,	2547
evidences of indebtedness, other securities, cash, rights, or any	2548
other property to be received by partners of the constituent	2549
domestic partnership in conversion of, or in exchange for, their	2550
interests;	2551

(b) Alter or change any term of the partnership agreement of	2552
the surviving or new domestic partnership, except for alterations	2553
or changes that could be adopted by those partners by the terms of	2554
the partnership agreement of the surviving or new domestic	2555
partnership as would be in effect after the merger or	2556
consolidation;	2557

(c) Alter or change any other terms and conditions of the	2558
agreement of merger or consolidation if any of the alterations or	2559
changes, alone or in the aggregate, would materially adversely	2560
affect the partners or any class or group of partners of the	2561
constituent domestic partnership.	2562

(H) As used in this section and sections 1776.69 to 1776.79	2563
of the Revised Code, "general partner" means either of the	2564
following:	2565

(1) A partner in a partnership that is not a limited	2566
liability partnership;	2567

(2) A general partner in a limited partnership.

2568

Sec. 1776.69. (A) Pursuant to a written agreement of merger	2569
or consolidation between the constituent entities as this section	2570
provides, a domestic partnership and one or more additional	2571
domestic or foreign entities may merge into a surviving entity	2572
other than a domestic partnership, or a domestic partnership	2573
together with one or more additional domestic or foreign entities	2574
may consolidate into a new entity, other than a domestic	2575
partnership, that is formed by the consolidation. No merger or	2576
consolidation may be carried out pursuant to this section unless	2577
it is permitted by the Revised Code chapter under which each	2578
domestic constituent entity exists and by the laws under which	2579
each foreign constituent entity exists.	2580

(B) Any written agreement of any merger or consolidation	2581
shall set forth all of the following:	2582

(1) The name and the form of entity of each constituent	2583
entity and the state under the laws of which each constituent	2584
entity exists;	2585

(2) In the case of a merger, that one or more specified	2586
constituent domestic partnerships and other specified constituent	2587
entities will be merged into a specified surviving foreign entity	2588
or surviving domestic entity other than a domestic partnership,	2589
or, in the case of a consolidation, that the constituent entities	2590
will be consolidated into a new foreign entity or a new domestic	2591
entity other than a domestic partnership;	2592

(3) If the surviving or new entity is a foreign partnership,	2593
all statements and matters that section 1776.68 of the Revised	2594
Code would require if the surviving or new entity were a domestic	2595
partnership;	2596

(4) The name and the form of entity of the surviving or new	2597
entity, the state under the laws of which the surviving entity	2598
exists or the new entity is to exist, and the location of the	2599
principal office of the surviving or new entity;	2600

(5) Any additional statements and matters required to be set	2601
forth in an agreement of merger or consolidation by the laws under	2602
which each constituent entity exists and, in the case of a	2603
consolidation, the new entity is to exist;	2604

(6) If the surviving or new entity is a foreign entity, the	2605
consent of the surviving or new foreign entity to be sued and	2606
served with process in this state and the irrevocable appointment	2607
of the secretary of state as its agent to accept service of	2608
process in any proceeding in this state to enforce against the	2609
surviving or new foreign entity any obligation of any constituent	2610
domestic partnership or to enforce the rights of a dissenting	2611
partner of any constituent domestic partnership;	2612

(7) If the surviving or new entity is a foreign corporation	2613
that desires to transact business in this state as a foreign	2614
corporation, a statement to that effect, together with a statement	2615
regarding the appointment of a statutory agent and service of any	2616
process, notice, or demand upon that statutory agent or the	2617
secretary of state, as required when a foreign corporation applies	2618
for a license to transact business in this state;	2619

(8) If the surviving or new entity is a foreign limited	2620
partnership that desires to transact business in this state as a	2621
foreign limited partnership, a statement to that effect, together	2622
with all of the information required under section 1782.49 of the	2623
Revised Code when a foreign limited partnership registers to	2624
transact business in this state;	2625

(9) If the surviving or new entity is a foreign limited	2626
liability company that desires to transact business in this state	2627
as a foreign limited liability company, a statement to that	2628
effect, together with all of the information required under	2629
section 1705.54 of the Revised Code when a foreign limited	2630
liability company registers to transact business in this state;	2631

(10) If the surviving or new entity is a foreign limited	2632
liability partnership that desires to transact business in this	2633
state as a foreign limited liability partnership, a statement to	2634
that effect, together with all of the information required under	2635
section 1776.86 of the Revised Code when a foreign limited	2636
liability partnership registers to transact business in this	2637
state.	2638

(C) The written agreement of merger or consolidation also may	2639
set forth any additional provision permitted by the laws of any	2640
state under the laws of which any constituent entity exists,	2641
consistent with the laws under which the surviving entity exists	2642
or the new entity is to exist.	2643

(D) To effect the merger or consolidation, the partners of	2644
each constituent domestic partnership shall adopt an agreement of	2645
merger or consolidation in the same manner and with the same	2646
notice to and vote or action of partners or of a particular class	2647
or group of partners as section 1776.68 of the Revised Code	2648
requires. The agreement of merger or consolidation also shall be	2649
approved or otherwise authorized by or on behalf of each	2650
constituent entity in accordance with the laws under which it	2651
exists. An agreement of merger or consolidation is not effective	2652
against a person who would continue to be or who would become a	2653
general partner of an entity that is the surviving or new entity	2654
in a merger or consolidation unless that person specifically	2655
agrees in writing either to continue or to become, as the case	2656
may be, a general partner of the surviving or new entity.	2657

(E)(1) At any time before filing the certificate of merger or	2658
consolidation pursuant to section 1776.70 of the Revised Code, if	2659
the agreement of merger or consolidation permits, the partners of	2660
any constituent partnership, the directors of any constituent	2661
corporation, or the comparable representatives of any other	2662
constituent entity may abandon the merger or consolidation.	2663

(2) The agreement of merger or consolidation may authorize	2664
less than all of the partners of any constituent partnership, the	2665
directors of any constituent corporation, or the comparable	2666
representatives of any other constituent entity to amend the	2667
agreement of merger or consolidation at any time before the filing	2668
of the certificate of merger or consolidation, except that, after	2669
the adoption of the agreement of merger or consolidation by the	2670
partners of any constituent domestic partnership, only with the	2671
approval of all the partners may any agreement of merger or	2672
consolidation be amended to do any of the following:	2673

(a) Alter or change the amount or kind of interests, shares,	2674
evidences of indebtedness, other securities, cash, rights, or any	2675
other property to be received by partners of the constituent	2676
domestic partnership in conversion of or in exchange for their	2677
interests;	2678

(b) If the surviving or new entity is a partnership, alter or	2679
change any term of the partnership agreement of the surviving or	2680
new partnership, except for alterations or changes that could be	2681
adopted by those partners by the terms of the partnership	2682
agreement of the surviving or new partnership as would be in	2683
effect after the merger or consolidation;	2684

(c) If the surviving or new entity is a corporation or any	2685
other entity other than a partnership, alter or change any term of	2686
the articles or comparable instrument of the surviving or new	2687
corporation or entity, except for alterations or changes that	2688
otherwise could be adopted by the directors or comparable	2689
representatives of the surviving or new corporation or entity;	2690

(d) Alter or change any other terms and conditions of the	2691
agreement of merger or consolidation if any of the alterations or	2692
changes, alone or in the aggregate, would materially adversely	2693
affect the partners or any class or group of partners of the	2694
constituent domestic partnership.	2695

Sec. 1776.70. (A) Upon the adoption by each constituent	2696
entity of an agreement of merger or consolidation pursuant to	2697
section 1776.68 or 1776.69 of the Revised Code, the resulting	2698
entity shall file a certificate of merger or consolidation with	2699
the secretary of state, unless the only constituent entities that	2700
are domestic entities are partnerships, and in the case of a	2701
consolidation, the resulting entity is a domestic partnership, in	2702
which case the filing of a certificate of merger or consolidation	2703
is optional. Any certificate shall be on a form the secretary of	2704
state prescribes, signed by an authorized representative of each	2705
constituent entity, and set forth only the information this	2706
section requires.	2707

(B)(1) The certificate of merger or consolidation shall set	2708
forth all of the following:	2709

(a) The name and the form of entity of each constituent	2710
entity and the state under the laws of which each constituent	2711
entity exists;	2712

(b) A statement that each constituent entity has complied	2713
with all of the laws under which it exists and that the laws	2714
permit the merger or consolidation;	2715

(c) The name and mailing address of the person or entity that	2716
is to provide, in response to any written request made by a	2717
shareholder, partner, or other equity holder of a constituent	2718
entity, a copy of the agreement of merger or consolidation;	2719

(d) The effective date of the merger or consolidation, which	2720
date shall be on or after the date of the filing of the	2721
certificate;	2722

(e) The signature of the representative or representatives	2723
authorized to sign the certificate on behalf of each constituent	2724
entity and the office held or the capacity in which the	2725
representative is acting;	2726

(f) A statement that the agreement of merger or consolidation	2727
is authorized on behalf of each constituent entity and that each	2728
person who signed the certificate on behalf of each entity is	2729
authorized to do so;	2730

(g) In the case of a merger, a statement that one or more	2731
specified constituent entities will be merged into a specified	2732
surviving entity or, in the case of a consolidation, a statement	2733
that the constituent entities will be consolidated into a new	2734
entity;	2735

(h) The name and form of the surviving entity in the case of	2736
a merger or the name and form of the new entity in the case of a	2737
consolidation;	2738

(i) In the case of a merger, if the surviving entity is a	2739
foreign entity not licensed to transact business in this state,	2740
the name and address of the statutory agent upon whom any process,	2741
notice, or demand may be served;	2742

(j) In the case of a consolidation, the name and address of	2743
the statutory agent upon whom any process, notice, or demand	2744
against any constituent entity or the new entity may be served.	2745

(2) In the case of a consolidation into a new domestic	2746
corporation, limited liability company, or limited partnership,	2747
the articles of incorporation, the articles of organization, or	2748
the certificate of limited partnership of the new domestic entity	2749
shall be filed with the certificate of consolidation.	2750

(3) In the case of a merger into a domestic corporation,	2751
limited liability company, or limited partnership, any amendments	2752
to the articles of incorporation, articles of organization, or	2753
certificate of limited partnership of the surviving domestic	2754
entity shall be filed with the certificate of merger.	2755

(4) If the surviving or new entity is a foreign entity that	2756
desires to transact business in this state as a foreign	2757
corporation, limited liability company, limited partnership, or	2758
limited liability partnership, the certificate of merger or	2759
consolidation shall be accompanied by the information required by	2760
division (B)(7), (8), (9), or (10) of section 1776.69 of the	2761
Revised Code.	2762

(5) If a domestic corporation or a foreign corporation	2763
licensed to transact business in this state is a constituent	2764
entity and the surviving or new entity resulting from the merger	2765
or consolidation is not a domestic corporation or a foreign	2766
corporation that is to be licensed to transact business in this	2767
state, the certificate of merger or consolidation shall be	2768
accompanied by the affidavits, receipts, certificates, or other	2769
evidence required by division (H) of section 1701.86 of the	2770
Revised Code, with respect to each domestic constituent	2771
corporation, and by the affidavits, receipts, certificates, or	2772
other evidence required by division (C) or (D) of section 1703.17	2773
of the Revised Code, with respect to each foreign constituent	2774
corporation licensed to transact business in this state.	2775

(C) If any constituent entity in a merger or consolidation is	2776
organized or formed under the laws of a state other than this	2777
state or under any chapter of the Revised Code other than this	2778
chapter, there also shall be filed in the proper office all	2779
documents that are required to be filed in connection with the	2780
merger or consolidation by the laws of that state or by that	2781
chapter.	2782

(D)(1) Upon the filing of a certificate of merger or	2783
consolidation and other filings as described in division (C) of	2784
this section, or at any later date that the certificate of merger	2785
or consolidation specifies, the merger or consolidation is	2786
effective, subject to the limitation specified in division (B)(6)	2787
of section 1776.68 of the Revised Code.	2788

(2) If domestic partnerships are the only domestic entities	2789
that are constituent entities or the resulting entity in a merger	2790
or consolidation, and the agreement of merger or consolidation	2791
provides for a means of determining when the merger becomes	2792
effective, other than based upon the filing of a certificate of	2793
merger, the merger becomes effective at the time determined in	2794
accordance with the agreement of merger or consolidation.	2795

(E)(1) Upon request and payment of the fee division (K)(2) of	2796
section 111.16 of the Revised Code specifies, the secretary of	2797
state shall furnish a certificate setting forth the name and form	2798
of entity of each constituent entity and the states under the laws	2799
of which each constituent entity existed prior to the merger or	2800
consolidation, the name and the form of entity of the surviving or	2801
new entity and the state under the laws of which the surviving	2802
entity exists or the new entity is to exist, the date of filing of	2803
the certificate of merger or consolidation with the secretary of	2804
state, and the effective date of the merger or consolidation.	2805

(2) The certificate of the secretary of state, or a copy of	2806
the certificate of merger or consolidation certified by the	2807
secretary of state, may be filed for record in the office of the	2808
recorder of any county in this state and, if filed, shall be	2809
recorded in the records of deeds for that county. For that	2810
recording, the county recorder shall charge and collect the same	2811
fee as in the case of deeds.	2812

Sec. 1776.71. (A) When a merger or consolidation becomes	2813
effective, all of the following apply:	2814

(1) The separate existence of each constituent entity other	2815
than the surviving entity in a merger shall cease, except that	2816
whenever a conveyance, assignment, transfer, deed, or other	2817
instrument or act is necessary to vest property or rights in the	2818
surviving or new entity, the partners, officers, or other	2819
authorized representatives of the respective constituent entities	2820
shall execute, acknowledge, and deliver those instruments and do	2821
those acts. For these purposes, the existence of the constituent	2822
entities and the authority of their respective partners, officers,	2823
directors, or other representatives continue notwithstanding the	2824
merger or consolidation.	2825

(2) In a consolidation, the new entity exists when the	2826
consolidation becomes effective. If the new entity is a domestic	2827
partnership, its original partnership agreement is the written	2828
partnership agreement that is contained in or provided for in the	2829
agreement of consolidation.	2830

(3) In a merger in which the surviving entity is a	2831
partnership, the written partnership agreement of the surviving	2832
partnership that is in effect immediately prior to the time the	2833
merger becomes effective is its partnership agreement after the	2834
merger except as otherwise provided in the agreement of merger.	2835

(4) The surviving or new entity possesses all of the	2836
following, and all of the following are vested in the surviving	2837
or new entity without any further act or deed:	2838

(a) Except to the extent limited by the mandatory provisions	2839
of applicable law:	2840

(i) All assets and property of every description of each	2841
constituent entity, and every interest in the assets and property	2842
of each constituent entity, wherever the assets, property, and	2843
interests are located. Title to any real estate or any interest in	2844
real estate that was vested in any constituent entity does not	2845
revert and is not in any way impaired by reason of the merger or	2846
consolidation.	2847

(ii) The rights, privileges, immunities, powers, franchises,	2848
and authority, whether of a public or private nature, of each	2849
constituent entity.	2850

(b) All obligations belonging to or due to each constituent	2851
entity.	2852

(5) The surviving or new entity is liable for all the	2853
obligations of each constituent entity, including liability to	2854
dissenting partners, dissenting shareholders, or other dissenting	2855
equity holders. Any claim existing or any action or proceeding	2856
pending by or against any constituent entity may be prosecuted to	2857
judgment with right of appeal as if the merger or consolidation	2858
had not taken place, or the surviving or new entity may be	2859
substituted in place of any constituent entity.	2860

(6) All the rights of creditors of each constituent entity	2861
are preserved unimpaired, and all liens upon the property of any	2862
constituent entity are preserved unimpaired, on only the property	2863
affected by those liens immediately before the effective date of	2864
the merger or consolidation. When a partner of a constituent	2865
partnership is not a general partner of the entity surviving or	2866
the new entity resulting from the merger or consolidation, the	2867
former partner is deemed to have dissociated as of that effective	2868
date of the merger or consolidation and the former partner's	2869
liability to third parties is determined in accordance with	2870
section 1776.56 of the Revised Code. The filing of a certificate	2871
of merger or consolidation from which it is clear that the former	2872
partner is not a general partner of the surviving or new entity	2873
has the effect provided by the filing of a statement of	2874
dissociation as provided in section 1776.57 of the Revised Code.	2875

(B) When a partner of a constituent partnership is not a	2876
general partner of the entity surviving or the new entity	2877
resulting from the merger or consolidation, unless that partner	2878
agrees otherwise in writing, the surviving or new entity shall	2879
indemnify the partner against all present or future liabilities	2880
of the constituent partnership of which the partner was a	2881
partner. Any amount payable pursuant to section 1776.77 of the	2882
Revised Code to a partner of the constituent partnership in which	2883
that partner was a partner is a present liability of that	2884
constituent partnership.	2885

(C) In the case of a merger of a constituent domestic	2886
partnership into a foreign surviving corporation, limited	2887
liability company, limited partnership, or limited liability	2888
partnership that is not licensed or registered to transact	2889
business in this state, or a consolidation of a constituent	2890
domestic partnership into a new foreign corporation, limited	2891
liability company, limited partnership, or limited liability	2892
partnership when the surviving or new entity intends to transact	2893
business in this state and the certificate of merger or	2894
consolidation is accompanied by the information described in	2895
division (B)(4) of section 1776.70 of the Revised Code, then on	2896
the effective date of the merger or consolidation the surviving or	2897
new entity shall be considered to have complied with the	2898
requirements for procuring a license or for registration to	2899
transact business in this state as a foreign corporation, limited	2900
liability company, limited partnership, or limited liability	2901
partnership, as the case may be. In such a case, a copy of the	2902
certificate of merger or consolidation certified by the secretary	2903
of state constitutes the license certificate prescribed for a	2904
foreign corporation or the application for registration	2905
prescribed for a foreign limited liability company or foreign	2906
limited partnership.	2907

(D) Any action to set aside any merger or consolidation on	2908
the ground that any section of the Revised Code applicable to the	2909
merger or consolidation has not been complied with shall be	2910
brought within ninety days after the effective date of the merger	2911
or consolidation or forever be barred.	2912

(E) When an entity is organized or existing under the laws of	2913
any state other than this state, this section is subject to the	2914
laws of that state or the state in which the entity has property.	2915

Sec. 1776.72. (A) Subject to division (B)(2) of this section,	2916
pursuant to a written declaration of conversion as provided in	2917
this section, a domestic or foreign entity other than a domestic	2918
partnership may be converted into a domestic partnership if that	2919
conversion is permitted by any section of the Revised Code or the	2920
laws under which the converting entity exists.	2921

(B)(1) The written declaration of conversion shall set forth	2922
all of the following:	2923

(a) The name and form of entity that is being converted, the	2924
name of the entity into which the entity is being converted, and	2925
the jurisdiction of formation of the converting entity;	2926

(b) If the converted entity is a limited liability	2927
partnership, the converted entity's registration application;	2928

(c) The partnership agreement of the converted domestic	2929
partnership or a provision that the written agreement of the	2930
converting entity, a copy of which shall be attached to the	2931
declaration of conversion, with any amendments that are set forth	2932
in the declaration of conversion, is the agreement of the	2933
resulting converted domestic partnership;	2934

(d) The partners of the converted partnership;

2935

(e) All statements and matters required to be set forth in an	2936
instrument of conversion by the laws under which the converting	2937
entity exists;	2938

(f) The terms of the conversion, the mode of carrying those	2939
terms into effect, and the manner and basis of converting the	2940
interests or shares of the converting entity into, or exchanging	2941
the interests or shares in the converting entity for, interests,	2942
evidences of indebtedness, other securities, cash, rights, or any	2943
other property or any combination of interests, evidences of	2944
indebtedness, other securities, cash, rights, or any other	2945
property of the converted partnership.	2946

(2) No conversion or exchange described in this section shall	2947
be effected if there are reasonable grounds to believe that the	2948
conversion or exchange would render the converted partnership	2949
unable to pay its obligations as they become due in the usual	2950
course of its affairs.	2951

(C) The written declaration of conversion may set forth any	2952
of the following:	2953

(1) The effective date of the conversion, to be on or after	2954
the date of the filing of the certificate of conversion pursuant	2955
to section 1776.74 of the Revised Code;	2956

(2) A provision authorizing the converting entity to abandon	2957
the proposed conversion by an action that is taken prior to the	2958
filing of the certificate of conversion pursuant to section	2959
1776.74 of the Revised Code;	2960

(3) A statement of, or a statement of the method to be used	2961
to determine, the fair value of the assets owned by the converting	2962
entity at the time of the conversion;	2963

(4) The parties to the declaration of conversion in addition	2964
to the converting entity;	2965

(5) Any additional provision necessary or desirable with	2966
respect to the proposed conversion or the converted entity.	2967

(D) At any time before the filing of the certificate of	2968
conversion pursuant to section 1776.74 of the Revised Code, the	2969
conversion may be abandoned by any representatives authorized to	2970
do so by the declaration of conversion, or by the same vote as was	2971
required to adopt the declaration of conversion.	2972

(E) Unless the converted entity is a limited liability	2973
partnership, each person that will be a partner of the partnership	2974
that is the converted entity specifically shall agree in writing	2975
to be a partner in the partnership that is the converted entity.	2976

Sec. 1776.73. (A) Except as otherwise provided in division	2977
(B)(2) of this section, a domestic partnership may be converted	2978
into a domestic or foreign entity other than a domestic	2979
partnership pursuant to a written declaration of conversion as	2980
this section provides if that conversion is permitted by the	2981
chapter of the Revised Code or by the laws under which the	2982
converted entity will exist.	2983

(B)(1) The written declaration of conversion shall set forth	2984
all of the following:	2985

(a) The name and form of entity that is being converted, the	2986
name of the entity into which the entity will be converted, the	2987
form of the converted entity, and the jurisdiction of formation of	2988
the converted entity;	2989

(b) If the converted entity is a domestic entity, the	2990
complete terms of all documents required under the applicable	2991
chapter of the Revised Code to form the converted entity;	2992

(c) If the converted entity is a foreign entity, all of the	2993
following:	2994

(i) The complete terms of all documents required under the	2995
law governing the converted entity's formation;	2996

(ii) The consent of the converted entity to be sued and	2997
served with process in this state, and the irrevocable	2998
appointment of the secretary of state as the agent of the	2999
converted entity to accept service of process in this state to	3000
enforce against the converted entity any obligation of the	3001
converting partnership or to enforce the rights of a dissenting	3002
partner of the converting partnership;	3003

(iii) If the converted entity desires to transact business in	3004
this state, the information required to qualify or be licensed	3005
under the applicable chapter of the Revised Code.	3006

(d) All other statements and matters required to be set forth	3007
in the declaration of conversion by the applicable chapter of the	3008
Revised Code if the converted entity is a domestic entity, or by	3009
the laws under which the converted entity will be formed, if the	3010
converted entity is a foreign entity;	3011

(e) The terms of the conversion, the mode of carrying those	3012
terms into effect, and the manner and basis of converting the	3013
interests of shares of the converting partnership into, or	3014
exchanging the interests in the converting partnership for,	3015
interests, evidences of indebtedness, other securities, cash,	3016
rights, or any other property or any combination of interests,	3017
evidences of indebtedness, other securities, cash, rights, or any	3018
other property of the converted entity.	3019

(2) No conversion or exchange described in this section shall	3020
be effected if there are reasonable grounds to believe that the	3021
conversion or exchange would render the converted entity unable to	3022
pay its obligations as the obligations become due in the usual	3023
course of its affairs.	3024

(C) The written declaration of conversion may set forth any	3025
of the following:	3026

(1) The effective date of the conversion, to be on or after	3027
the filing date of the certificate of conversion pursuant to	3028
section 1776.74 of the Revised Code;	3029

(2) A provision authorizing the converting partnership to	3030
abandon the proposed conversion by an action of the partners of	3031
the converting partnership that is taken prior to filing the	3032
certificate of conversion pursuant to section 1776.74 of the	3033
Revised Code;	3034

(3) A statement of, or a statement of the method to be used	3035
to determine, the fair value of the assets owned by the converting	3036
partnership at the time of the conversion;	3037

(4) A listing of the parties to the declaration of	3038
conversion, in addition to the converting entity;	3039

(5) Any additional provision necessary or desirable with	3040
respect to the proposed conversion or the converted entity.	3041

(D) No declaration of conversion is effective unless adopted	3042
by the partners.	3043

(E)(1) Each partner, whether or not entitled to vote or act,	3044
shall be given written notice of any meeting of partners of a	3045
partnership or any proposed action by the partners that is to	3046
adopt a declaration of conversion. The notice shall be given to	3047
the partners either as provided in writing in the partnership	3048
agreement, by mail at the address of each partner as it appears on	3049
the records of the partnership, or in person. Unless the	3050
partnership agreement provides a shorter or longer period, notice	3051
shall be given not less than seven nor more than sixty days before	3052
the meeting or the effective date of the action.	3053

(2) A copy or a summary of the material provisions of the	3054
declaration of conversion shall accompany the notice described in	3055
division (E)(1) of this section.	3056

(F) The unanimous vote or action of the partners of a	3057
converting partnership, or a different number or proportion as	3058
provided in writing in the partnership agreement, is required to	3059
adopt a declaration of conversion. If the declaration of	3060
conversion would effect or authorize any action that under any	3061
applicable law or the partnership agreement could be effected or	3062
authorized only pursuant to a specified vote or action of the	3063
partners or a class or group of partners, the same vote or action	3064
as would be required to effect that change or authorize that	3065
action is necessary to adopt or approve the declaration of	3066
conversion.	3067

(G)(1) At any time before the filing of the certificate of	3068
conversion pursuant to section 1776.74 of the Revised Code, the	3069
conversion may be abandoned by all of the partners of the	3070
converting partnership or by any representatives authorized to do	3071
so by the declaration of conversion, or by the same vote as was	3072
required to adopt the declaration of conversion.	3073

(2) The declaration of conversion may contain a provision	3074
authorizing less than all of the partners to amend the declaration	3075
of conversion at any time before the filing of the certificate of	3076
conversion pursuant to section 1776.74 of the Revised Code, except	3077
that after the partners adopt the declaration of conversion,	3078
approval of all of the partners is necessary to amend the	3079
declaration of conversion to do any of the following:	3080

(a) Alter or change the amount or kind of interests, shares,	3081
evidences of indebtedness, other securities, cash, rights, or any	3082
other property to be received by the partners of the converting	3083
partnership in conversion of, or exchange for, their interests;	3084

(b) Alter or change any term of the organizational documents	3085
of the converted entity except for alterations or changes that are	3086
adopted with the vote or action of the persons the vote or action	3087
of which would be required for the alteration or change after the	3088
conversion;	3089

(c) Alter or change any other terms and conditions of the	3090
declaration of conversion if any of the alterations or changes,	3091
alone or in the aggregate, materially and adversely would affect	3092
the partners or any class or group of partners of the converting	3093
partnership.	3094

Sec. 1776.74. (A) Upon the adoption of a declaration of	3095
conversion pursuant to section 1776.72 or 1776.73 of the Revised	3096
Code, or at a later time as authorized by the declaration of	3097
conversion, a certificate of conversion that is signed by an	3098
authorized representative of the converting entity shall be filed	3099
by the authorized representative with the secretary of state. The	3100
certificate shall be on a form prescribed by the secretary of	3101
state and shall set forth only the information required by this	3102
section.	3103

(B)(1) The certificate of conversion shall set forth all of	3104
the following:	3105

(a) The name and the form of entity of the converting entity	3106
and the state under the laws of which the converting entity	3107
exists;	3108

(b) A statement that the converting entity has complied with	3109
all of the laws under which it exists and that those laws permit	3110
the conversion;	3111

(c) The name and mailing address of the person or entity that	3112
is to provide a copy of the declaration of conversion in response	3113
to any written request made by a shareholder, partner, or member	3114
of the converting entity;	3115

(d) The effective date of the conversion, which date may be	3116
on or after the date of the filing of the certificate pursuant to	3117
this section;	3118

(e) The signature of the representative or representatives	3119
authorized to sign the certificate on behalf of the converting	3120
entity and the office held or the capacity in which the	3121
representative is acting;	3122

(f) A statement that the declaration of conversion is	3123
authorized on behalf of the converting entity and that each person	3124
who has signed the certificate on behalf of the converting entity	3125
is authorized to do so;	3126

(g) The name and the form of the converted entity and the	3127
state under the laws of which the converted entity will exist;	3128

(h) If the converted entity is a foreign entity that will not	3129
be licensed in this state, the name and address of the statutory	3130
agent upon whom any process, notice, or demand may be served.	3131

(2) In the case of a conversion into a new domestic	3132
corporation, limited liability company, limited partnership, or	3133
other partnership, any organizational document that would be filed	3134
upon the creation of the converted entity shall be filed with the	3135
certificate of conversion.	3136

(3) If the converted entity is a foreign entity that desires	3137
to transact business in this state, the certificate of conversion	3138
shall be accompanied by the information required by division	3139
(B)(7), (8), (9), or (10) of section 1776.69 of the Revised Code.	3140

(4) If a domestic corporation or a foreign corporation	3141
licensed to transact business in this state is the converting	3142
entity, the certificate of conversion shall be accompanied by the	3143
affidavits, receipts, certificates, or other evidence required by	3144
division (H) of section 1701.86 of the Revised Code with respect	3145
to a converting domestic corporation, or by the affidavits,	3146
receipts, certificates, or other evidence required by division (C)	3147
or (D) of section 1703.17 of the Revised Code with respect to a	3148
foreign corporation.	3149

(C) If the converting entity or the converted entity is	3150
organized or formed under the laws of a state other than this	3151
state or under any chapter of the Revised Code other than this	3152
chapter, all documents required to be filed in connection with the	3153
conversion by the laws of that state or that chapter also shall be	3154
filed in the proper office.	3155

(D) Upon the filing of a certificate of conversion and other	3156
filings required by division (C) of this section, or at any later	3157
date that the certificate of conversion specifies, the conversion	3158
is effective, subject to the limitation that no conversion shall	3159
be effected if there are reasonable grounds to believe that the	3160
conversion would render the converted entity unable to pay its	3161
obligations as the obligations become due in the usual course of	3162
the converted entity's affairs.	3163

(E) Upon request and payment of the fee specified in division	3164
(K)(2) of section 111.16 of the Revised Code, the secretary of	3165
state shall furnish a certificate setting forth all of the	3166
following:	3167

(1) The name and form of entity of the converting entity and	3168
the state under the laws of which it existed prior to the	3169
conversion;	3170

(2) The name and the form of entity of the converted entity	3171
and the state under the law of which it will exist;	3172

(3) The date of filing of the certificate of conversion with	3173
the secretary of state and the effective date of the conversion.	3174

(F) The certificate of the secretary of state or a copy of	3175
the certificate of conversion certified by the secretary of state,	3176
may be filed for record in the office of the recorder of any	3177
county in this state and, if filed, shall be recorded in the	3178
records of deeds for that county. For the recording, the county	3179
recorder shall charge and collect the same fee as in the case of	3180
deeds.	3181

Sec. 1776.75. (A) Upon a conversion becoming effective, all	3182
of the following apply:	3183

(1) The converting entity is continued in the converted	3184
entity.	3185

(2) The converted entity exists, and the converting entity	3186
ceases to exist.	3187

(3) The converted entity possesses both of the following and	3188
both of the following continue in the converted entity without any	3189
further act or deed:	3190

(a) Except to the extent limited by requirements of	3191
applicable law, both of the following:	3192

(i) All assets and property of every description of the	3193
converting entity and every interest in the assets and property of	3194
the converting entity, wherever the assets, property, and	3195
interests are located. Title to any real estate or any interest in	3196
real estate that was vested in the converting entity does not	3197
revert or in any way is impaired by reason of the conversion.	3198

(ii) The rights, privileges, immunities, powers, franchises,	3199
and authority, whether of a public or a private nature, of the	3200
converting entity.	3201

(b) All obligations belonging or due to the converting	3202
entity.	3203

(4) All the rights of creditors of the converting entity are	3204
preserved unimpaired, and all liens upon the property of the	3205
converting entity are preserved unimpaired. A partner of a	3206
converting partnership who is not a general partner of the	3207
converted entity is not liable for any obligation incurred after	3208
the conversion except for either of the following:	3209

(a) If the converted entity is a partnership, to the extent	3210
that a creditor of the converting partnership extends credit to	3211
the converted entity, reasonably believing that the former	3212
partner is a general partner of the converted entity;	3213

(b) If the converted entity is not a partnership then to the	3214
extent provided in division (B) of section 1776.56 of the Revised	3215
Code, deeming for purposes of this division that a certificate of	3216
conversion constitutes a statement of dissociation under section	3217
1776.57 of the Revised Code.	3218

(B) If a partner of a converting partnership is not a	3219
general partner of the converted entity, unless that partner	3220
agrees otherwise in writing, the converted entity shall indemnify	3221
the partner against all present or future liabilities of the	3222
converting partnership of which the partner was a partner.	3223
Liabilities of the converting partnership, for purposes of this	3224
division, include any amount payable pursuant to section 1776.77	3225
of the Revised Code to a partner of the converting partnership.	3226

(C) In the case of a conversion into a foreign corporation,	3227
limited liability company, limited partnership, or limited	3228
liability partnership that is not licensed or registered to	3229
transact business in this state, if the converted entity intends	3230
to transact business in this state and the certificate of	3231
conversion is accompanied by the information described in	3232
division (B)(4) of section 1776.70 of the Revised Code, on the	3233
effective date of the conversion the converted entity is	3234
considered to have complied with the requirements for procuring	3235
a license or registration to transact business in this state as	3236
a foreign corporation, limited liability company, limited	3237
partnership, or limited liability partnership as the case may be.	3238
A copy of the certificate of conversion certified by the	3239
secretary of state constitutes the license certificate prescribed	3240
for a foreign corporation or the application for registration	3241
prescribed for a foreign limited liability company, foreign	3242
limited partnership, or foreign limited liability partnership.	3243

(D) Any action to set aside a conversion on the grounds of	3244
noncompliance with a section of the Revised Code that is	3245
applicable to the conversion shall be forever barred unless that	3246
action is brought within ninety days after the effective date of	3247
the conversion.	3248

(E) In the case of a converting or converted entity organized	3249
or existing under the laws of any state other than this state,	3250
this section is subject to the laws of the state under which that	3251
entity exists or in which it has property.	3252

Sec. 1776.76. (A) Unless otherwise provided in writing in the	3253
partnership agreement of a constituent domestic partnership, all	3254
of the following are entitled to relief as dissenting partners as	3255
provided in section 1776.77 of the Revised Code:	3256

(1) Partners of a domestic partnership that is being merged	3257
or consolidated into a surviving or new entity, domestic or	3258
foreign, pursuant to section 1776.68 or 1776.69 of the Revised	3259
Code;	3260

(2) In the case of a merger into a domestic partnership,	3261
partners of the surviving domestic partnership who under section	3262
1776.68 of the Revised Code are entitled to vote or act on the	3263
adoption of an agreement of merger, but only as to the interests	3264
so entitling them to vote or act.	3265

(3) Partners of a domestic partnership that is converting	3266
into a converted entity pursuant to section 1776.73 of the Revised	3267
Code.	3268

(B) Unless otherwise expressly agreed to in writing, a	3269
general partner of any constituent partnership is liable to the	3270
partners of the constituent partnership for any amount payable to	3271
them pursuant to section 1776.77 of the Revised Code as if the	3272
amount payable were an existing liability of the constituent	3273
partnership at the time of the merger, consolidation, or	3274
conversion.	3275

Sec. 1776.77. (A) A partner of a domestic partnership is	3276
entitled to relief as a dissenting partner with respect to the	3277
proposals described in section 1776.76 of the Revised Code only as	3278
this section provides.	3279

(B)(1) When a proposal of merger, consolidation, or	3280
conversion is submitted to the partners at a meeting, a partner	3281
may be a dissenting partner only if that partner is a record	3282
holder of the partnership interests as to which the partner seeks	3283
relief as of the date fixed for the determination of partners	3284
entitled to notice of the meeting, and has not voted those	3285
interests in favor of the proposal.	3286

(2) Not later than ten days after the date on which a vote on	3287
a proposal for merger, consolidation, or conversion is taken at	3288
the meeting of the partners, a dissenting partner shall deliver	3289
to the partnership a written demand for payment of the fair cash	3290
value of the interests to which the dissenting partner seeks	3291
relief. The demand shall state the dissenting partner's address,	3292
the number and class of those interests, and the amount the	3293
dissenting partner claims as the fair cash value of the	3294
interests.	3295

(C)(1) If the proposal of merger, consolidation, or	3296
conversion is submitted to the partners for written approval or	3297
other action without a meeting, a partner may be a dissenting	3298
partner only if on the date the request for approval or action is	3299
sent to the partners entitled to act or approve the partner is a	3300
record holder of those interests of the partnership to which the	3301
partner seeks relief and the partner did not indicate approval of	3302
the proposal in the partner's capacity as a holder of those	3303
interests.	3304

(2) Not later than fifteen days after the date on which the	3305
request for approval of or action on the proposal is sent to the	3306
partners, the dissenting partner shall deliver to the partnership	3307
a written demand for payment of the fair cash value of the	3308
interests to which the partner seeks relief. The demand shall	3309
state the dissenting partner's address, the number and class of	3310
interests, and the amount the partner claims as the fair cash	3311
value of those interests.	3312

(D) In any merger or consolidation, a demand served on the	3313
involved constituent domestic partnership constitutes service on	3314
the surviving entity or the new entity, whether that demand is	3315
served before, on, or after the effective date of the merger or	3316
consolidation. In any conversion, a demand served on the	3317
converting domestic partnership constitutes service on the	3318
converted entity, whether that demand is served before, on, or	3319
after the effective date of the conversion.	3320

(E)(1) When the interests as to which a dissenting partner	3321
seeks relief are represented by certificates, and the domestic	3322
partnership sends the dissenting partner a request for	3323
certificates representing those interests, within fifteen days	3324
from the date on which the request is sent, the dissenting partner	3325
shall deliver to the partnership the requested certificates. The	3326
partnership shall endorse a legend on each certificate to the	3327
effect that the partner has made a demand for the fair cash value	3328
of the interests the certificate represents. The partnership	3329
promptly shall return the endorsed certificates to the dissenting	3330
partner.	3331

(2) At the option of the partnership, the partnership may	3332
terminate a partner's rights as a dissenting partner by sending a	3333
written notice to the dissenting partner within twenty days after	3334
the lapse of the fifteen-day period if the partner fails to	3335
deliver the certificates, unless a court for good cause shown	3336
otherwise directs. A partnership's request pursuant to this	3337
division is not an admission that the holder of the interest is	3338
entitled to relief under this section.	3339

(3) If an interest represented by a certificate that contains	3340
a legend is transferred, each new certificate issued shall bear a	3341
similar legend and the name of the original dissenting holder of	3342
those interests.	3343

(4) Upon receiving a demand for payment from a dissenting	3344
partner who is a record holder of uncertificated interests, the	3345
partnership shall make an appropriate notation of the demand for	3346
payment in its records. When an uncertificated interest for which	3347
a dissenting partner demands payment is to be transferred, any	3348
writing to evidence that transfer shall bear the legend required	3349
for certificated interests as this section provides.	3350

(5) A transferee of interests who receives an endorsed	3351
certificate or an uncertificated interest with a notation acquires	3352
only those rights in the partnership as the original partner	3353
holding those interests had immediately after the service of a	3354
demand for payment of the fair cash value of the interests.	3355

(F) Unless the partnership agreement of the constituent	3356
domestic partnership provides a reasonable basis for determining	3357
and paying the fair cash value of the interests for which a	3358
dissenting partner seeks relief, or unless the partnership and the	3359
dissenting partner have come to an agreement on the fair cash	3360
value of the interests, the dissenting partner or the partnership,	3361
which may be the surviving or new entity in the case of a merger	3362
or consolidation, or the converted entity in the case of a	3363
conversion, within ninety days after the service of the dissenting	3364
partner's demand, may file a complaint under section 1776.78 of	3365
the Revised Code in the court of common pleas of the county in	3366
which the principal office of the partnership that issued the	3367
interests is located or was located when the partners adopted the	3368
proposal of merger, consolidation, or conversion. The complaint	3369
shall be filed in the court of common pleas of Franklin county if	3370
the domestic partnership does not have, or did not have at the	3371
time of the demand, its principal office in this state.	3372

Other dissenting partners, within that ninety-day period, may	3373
join as plaintiffs or may be joined as defendants, and any two or	3374
more proceedings may be consolidated.	3375

(G) The right and obligation of a dissenting partner to	3376
receive fair cash value and to sell the interests to which the	3377
dissenting partner seeks relief, and the right and obligation of	3378
the domestic partnership to purchase those interests and to pay	3379
the fair cash value of them, terminate under any of the following	3380
circumstances:	3381

(1) The dissenting partner does not comply with this section,	3382
unless the partnership waives that failure.	3383

(2) The partnership abandons the merger, consolidation, or	3384
conversion or is finally enjoined or prevented from carrying it	3385
out, or the partners rescind their adoption or approval of the	3386
merger, consolidation, or conversion.	3387

(3) The dissenting partner withdraws the demand, with the	3388
consent of the partnership.	3389

(4) The partnership agreement does not provide a reasonable	3390
basis for determining and paying the dissenting partner the fair	3391
cash value of the dissenting partner's interest, the partnership	3392
and the dissenting partner have not agreed upon the fair cash	3393
value of the interest, and neither the dissenting partner nor the	3394
partnership has filed or joined in a complaint under division (F)	3395
of this section within the period that division provides.	3396

(H)(1) Unless otherwise provided in the partnership	3397
agreement, from the time the dissenting partner gives a demand	3398
until either the termination of the rights and obligations arising	3399
from it or the purchase of the interests by the partnership, all	3400
other rights accruing from those interests, including voting or	3401
distribution rights, are suspended. If, during the suspension, any	3402
distribution is paid in money upon interests of that class, or any	3403
dividend, distribution, or interest is paid in money upon any	3404
securities issued in extinguishment of, or in substitution for,	3405
that interest, the holder of record shall be paid as a credit upon	3406
the fair cash value of the interests an amount equal to the	3407
dividend, distribution, or interest that would have been payable	3408
upon those interests or securities, if not for the suspension.	3409

(2) If the right to receive the fair cash value is terminated	3410
other than by the purchase of the interests by the partnership,	3411
all rights of the dissenting partner shall be restored and all	3412
distributions that would have been made if not for the suspension	3413
shall be made to the holder of record of the interests at the time	3414
of termination.	3415

Sec. 1776.78. (A)(1) When authorized by division (F) of	3416
section 1776.77 of the Revised Code, a dissenting partner or a	3417
partnership may file a complaint under this section demanding the	3418
relief this section describes. Any complaint shall contain a brief	3419
statement of the facts, including the vote or action by the	3420
partners and the facts entitling the dissenting partner to the	3421
relief demanded. No answer to a complaint is required. Upon the	3422
filing of a complaint, the court, on motion of the petitioner,	3423
shall enter an order fixing a date for a hearing and require a	3424
copy of the complaint, a notice of the filing, and the date for	3425
the hearing be given to the respondent or defendant pursuant to	3426
the Rules of Civil Procedure.	3427

(2) On the date fixed for the hearing, the court shall	3428
determine from the complaint and from evidence either party	3429
submits whether the dissenting partner is entitled to be paid the	3430
fair cash value of any interests and, if so, the number and class	3431
of those interests. The court may appoint one or more persons as	3432
appraisers to receive evidence and to recommend a decision on the	3433
amount of the fair cash value if the court finds that the	3434
dissenting partner is entitled to the payment of the fair cash	3435
value of interests. The appraisers have the power and authority	3436
as the order of their appointment specifies. The court shall make	3437
a finding as to the fair cash value of the interests and shall	3438
render judgment against the partnership for the payment of it,	3439
with interest at a rate and from a date as the court considers	3440
equitable.	3441

(3) The court shall assess or apportion the costs of the	3442
proceeding, including reasonable compensation to the appraisers to	3443
be fixed by the court, as the court considers equitable. The	3444
proceeding is a special proceeding and final orders in it may be	3445
vacated, modified, or reversed on appeal pursuant to the rules of	3446
appellate procedure and, to the extent not in conflict with those	3447
rules, to Chapter 2505. of the Revised Code.	3448

(4) If, during the pendency of any proceeding under this	3449
section, a suit or proceeding is instituted to enjoin or otherwise	3450
to prevent the carrying out of the action as to which the partner	3451
has dissented, the proceeding instituted under this section shall	3452
be stayed until the final determination of the other suit or	3453
proceeding.	3454

(5) Unless any provision of division (G) of section 1776.77	3455
of the Revised Code applies, the fair cash value of the interests	3456
that the parties agree upon under section 1776.77 of the Revised	3457
Code or that the court fixes under this section shall be paid	3458
within thirty days after the date of final determination of value	3459
or the consummation of the merger, consolidation, or conversion,	3460
whichever occurs last, provided that in the case of holders of	3461
interests represented by certificates, payment shall be made only	3462
upon and simultaneously with the surrender to the domestic	3463
partnership of the certificates representing the interests for	3464
which the payment is made.	3465

(B) If the proposal of merger, consolidation, or conversion	3466
is submitted to the partners of the partnership for a vote at a	3467
meeting, the fair cash value as to those partners shall be	3468
determined as of the day before the day on which the vote is	3469
taken. If the proposal is submitted to the partners for written	3470
approval or other action, the fair cash value as to those partners	3471
shall be determined as of the day prior to the day on which the	3472
request for the approval or action is sent.	3473

(C) The fair cash value of an interest for purposes of this	3474
section is the amount that a willing seller who is under no	3475
compulsion to sell would be willing to accept and that a willing	3476
buyer who is under no compulsion to purchase would be willing to	3477
pay. In no case shall the fair cash value paid to any partner	3478
exceed the amount specified in that partner's demand. The	3479
computation of the fair cash value shall exclude any appreciation	3480
or depreciation in value resulting from the merger,	3481
consolidation, or conversion.	3482

Sec. 1776.79. When a domestic partnership is a constituent	3483
entity to a merger or consolidation that has become effective, and	3484
that domestic partnership is not the surviving or resulting entity	3485
of the merger or consolidation, or a domestic partnership is the	3486
converting entity in a conversion, a judgment creditor of a	3487
partner of that domestic partnership shall not levy execution	3488
against the assets of the partner to satisfy a judgment based on a	3489
claim against the surviving or resulting entity of the merger,	3490
consolidation, or conversion unless any of the following applies:	3491

(A) The claim is for an obligation of the domestic	3492
partnership for which the partner is liable as this chapter	3493
provides and any of the following is true:	3494

(1) A judgment based on the same claim entered was against	3495
the surviving or resulting entity of the merger, consolidation,	3496
or conversion and a writ of execution on the judgment was	3497
returned unsatisfied in whole or in part.	3498

(2) The surviving or resulting entity of the merger or	3499
consolidation or the entity resulting from the conversion is a	3500
debtor in bankruptcy.	3501

(3) The partner agreed that the creditor need not exhaust the	3502
assets of a domestic partnership that was not the surviving or	3503
resulting entity of the merger, consolidation, or conversion.	3504

(4) The partner agreed that the creditor need not exhaust the	3505
assets of the surviving or resulting entity of the merger or	3506
consolidation or the entity resulting from the conversion.	3507

(B) A court grants permission to the judgment creditor to	3508
levy execution against the assets of the partner based on a	3509
finding that the assets of the surviving or resulting entity of	3510
the merger, consolidation, or conversion that are subject to	3511
execution are clearly insufficient to satisfy the judgment, that	3512
exhaustion of the assets of the surviving or resulting entity is	3513
excessively burdensome, or that the grant of permission is an	3514
appropriate exercise of the court's equitable powers.	3515

(C) Liability is imposed on the partner by law or contract	3516
independent of the existence of the surviving or resulting entity	3517
of the merger, consolidation, or conversion.	3518

Sec. 1776.81. (A) A partnership may become a limited	3519
liability partnership pursuant to this section.	3520

(B) Any terms and conditions by which a partnership becomes a	3521
limited liability partnership shall be approved by the vote	3522
necessary to amend the partnership agreement except when the	3523
partnership agreement expressly considers obligations to	3524
contribute to the partnership, in which case the required vote is	3525
the vote necessary to amend those provisions.	3526

(C) After the approval division (B) of this section requires,	3527
a partnership may become a limited liability partnership by filing	3528
with the secretary of state a statement of qualification. The	3529
statement shall contain all of the following:	3530

(1) The name of the partnership;

3531

(2) The street address of the partnership's chief executive	3532
office and, if the partnership's chief executive office is not in	3533
this state, the street address of any office in this state;	3534

(3) If the partnership does not have an office in this state,	3535
the name and street address of the partnership's agent for service	3536
of process;	3537

(4) A statement that the partnership elects to be a limited	3538
liability partnership;	3539

(5) Any deferred effective date.

3540

(D) The agent of a limited liability partnership for service	3541
of process shall be an individual who is a resident of this state	3542
or other person authorized to do business in this state.	3543

(E) The status of a partnership as a limited liability	3544
partnership is effective on the later of the filing of the	3545
statement or a date specified in the statement. The status remains	3546
effective, regardless of changes in the partnership, until it is	3547
canceled pursuant to division (D) of section 1776.05 of the	3548
Revised Code or revoked pursuant to section 1776.83 of the Revised	3549
Code.	3550

(F) The status of a partnership as a limited liability	3551
partnership and the liability of its partners is not affected by	3552
errors or later changes in the information required to be	3553
contained in the statement of qualification under division (C) of	3554
this section.	3555

(G) The filing of a statement of qualification establishes	3556
that a partnership has satisfied all conditions precedent to the	3557
qualification of the partnership as a limited liability	3558
partnership.	3559

(H) An amendment or cancellation of a statement of	3560
qualification is effective when it is filed or on a deferred	3561
effective date specified in the amendment or cancellation.	3562

(I) Notwithstanding any contrary provisions of this chapter,	3563
a domestic partnership having the status of a registered limited	3564
liability partnership under predecessor law has the status of a	3565
limited liability partnership under this chapter as of the date	3566
this chapter governs that partnership, which is on or after the	3567
first day of January, 2009, but not later than the first day of	3568
January, 2010. To the extent the partnership has not filed a	3569
statement of qualification pursuant to this section, the latest	3570
application or renewal application filed by that partnership under	3571
the predecessor law constitutes a statement of qualification under	3572
this section.	3573

Sec. 1776.82. The name of a limited liability partnership	3574
shall contain "registered limited liability partnership,"	3575
"registered partnership having limited liability," "limited	3576
liability partnership," "R.L.L.P.," "P.L.L.," "L.L.P.," "RLLP,"	3577
"PLL," or "LLP."	3578

Sec. 1776.83. (A) A limited liability partnership and a	3579
foreign limited liability partnership authorized to transact	3580
business in this state shall file a biennial report in the office	3581
of the secretary of state. The report shall contain all of the	3582
following:	3583

(1) The name of the limited liability partnership and the	3584
state or other jurisdiction under whose laws the foreign limited	3585
liability partnership is formed;	3586

(2) The street address of the partnership's chief executive	3587
office and, if the partnership's chief executive office is not in	3588
this state, the street address of any office of the partnership in	3589
this state;	3590

(3) If the partnership does not have an office in this state,	3591
the name and street address of the partnership's current agent for	3592
service of process.	3593

(B) A partnership shall file a biennial report between the	3594
first day of April and the first day of July of each odd-numbered	3595
year that follows the calendar year in which the partnership	3596
files a statement of qualification or a foreign partnership	3597
becomes authorized to transact business in this state.	3598

(C) The secretary of state may revoke the statement of	3599
qualification of any partnership that fails to file a biennial	3600
report when due or pay the required filing fee. To revoke a	3601
statement, the secretary of state shall provide the partnership at	3602
least sixty days' written notice of the intent to revoke, mailed	3603
to the partnership at its chief executive office set forth in the	3604
last filed statement of qualification or biennial report. The	3605
notice shall specify the report that the partnership failed to	3606
file, the unpaid fee, and the effective date of the revocation.	3607
The revocation is not effective if the partnership files the	3608
report and pays the fee before the effective date of the	3609
revocation.	3610

(D) A revocation under division (C) of this section affects	3611
only a partnership's status as a limited liability partnership and	3612
is not an event of dissolution of the partnership.	3613

(E) A partnership whose statement of qualification is revoked	3614
may apply to the secretary of state for reinstatement within two	3615
years after the effective date of the revocation. The application	3616
for reinstatement shall state the name of the partnership, the	3617
effective date of the revocation, and that the ground for	3618
revocation either did not exist or has been corrected.	3619

(F) A reinstatement under division (E) of this section	3620
relates back to and takes effect as of the effective date of the	3621
revocation, and the partnership's status as a limited liability	3622
partnership continues as if the revocation had never occurred.	3623

Sec. 1776.84. (A) A limited liability partnership shall not	3624
make a distribution to a partner to the extent that at the time of	3625
the distribution and after giving effect to the distribution, all	3626
liabilities of the limited liability partnership exceed the fair	3627
value of the assets of the limited liability partnership, other	3628
than liabilities to partners on account of their economic	3629
interests and liabilities for which the recourse of creditors is	3630
limited to specified property. The fair value of property that is	3631
subject to a liability for which the recourse of creditors is	3632
limited shall be included in the assets of the limited liability	3633
partnership only to the extent that the fair value of that	3634
property exceeds that liability. For purposes of this section, the	3635
term "distribution" does not include amounts constituting	3636
reasonable compensation for present or past services or reasonable	3637
payments made in the ordinary course of business pursuant to a	3638
bona fide retirement plan or other benefits program.	3639

(B) A partner of a limited liability partnership who receives	3640
a distribution in violation of division (A) of this section is	3641
liable to the partnership for the amount of that distribution.	3642
This section does not affect any obligation or liability of a	3643
partner of a limited liability partnership under an agreement or	3644
other applicable law for the amount of a distribution.	3645

Sec. 1776.85. (A) The law under which a foreign limited	3646
liability partnership is formed governs relations among the	3647
partners and between the partners and the partnership and the	3648
liability of partners for obligations of the partnership.	3649

(B) A foreign limited liability partnership may not be denied	3650
a statement of foreign qualification by reason of any difference	3651
between the law under which the partnership was formed and the law	3652
of this state.	3653

(C) A statement of foreign qualification does not authorize a	3654
foreign limited liability partnership to engage in any business or	3655
exercise any power that a partnership may not engage in or	3656
exercise in this state as a limited liability partnership.	3657

Sec. 1776.86. (A) A foreign limited liability partnership	3658
shall file a statement of foreign qualification with the secretary	3659
of state prior to transacting any business in this state. The	3660
statement shall contain all of the following:	3661

(1) The name of the foreign limited liability partnership.	3662
The name shall satisfy the requirements of the state or other	3663
jurisdiction under whose law it is formed and shall end with	3664
"registered limited liability partnership," "limited liability	3665
partnership," "R.L.L.P.," "L.L.P.," "RLLP," or "LLP."	3666

(2) The street address of the partnership's chief executive	3667
office and, if the partnership's chief executive office is not in	3668
this state, the street address of any partnership office in this	3669
state;	3670

(3) If there is no office of the partnership in this state,	3671
the name and street address of the partnership's agent for service	3672
of process;	3673

(4) Any deferred effective date;

3674

(5) Evidence of existence in its jurisdiction of origin.

3675

(B) The agent of a foreign limited liability partnership for	3676
service of process shall be an individual who is a resident of	3677
this state or another person authorized to do business in this	3678
state.	3679

(C) The status of a partnership as a foreign limited	3680
liability partnership is effective on the later of the filing of	3681
the statement of foreign qualification or a date specified in the	3682
statement. The status remains effective, regardless of changes in	3683
the partnership, until it is canceled pursuant to division (D) of	3684
section 1776.05 of the Revised Code or revoked pursuant to section	3685
1776.83 of the Revised Code.	3686

(D) An amendment or cancellation of a statement of foreign	3687
qualification is effective when it is filed or on a deferred	3688
effective date specified in the amendment or cancellation.	3689

Sec. 1776.87. (A) A foreign limited liability partnership	3690
transacting business in this state may not maintain an action or	3691
proceeding in this state unless it has in effect a statement of	3692
foreign qualification.	3693

(B) The failure of a foreign limited liability partnership to	3694
have a statement of foreign qualification that is in effect does	3695
not impair the validity of any contract or act of that partnership	3696
or preclude it from defending an action or proceeding in this	3697
state.	3698

(C) A limitation on personal liability of a partner is not	3699
waived or otherwise affected by transacting business in this state	3700
without a statement of foreign qualification.	3701

(D) If a foreign limited liability partnership transacts	3702
business in this state without a statement of foreign	3703
qualification, the secretary of state is its agent for service of	3704
process with respect to a right of action arising out of the	3705
transaction of business in this state.	3706

Sec. 1776.88. (A) Activities of a foreign limited liability	3707
partnership that do not constitute transacting business for the	3708
purpose of section 1776.86 of the Revised Code include all of the	3709
following:	3710

(1) Maintaining, defending, or settling an action or	3711
proceeding;	3712

(2) Holding meetings of its partners or carrying on any other	3713
activity concerning its internal affairs;	3714

(3) Maintaining bank accounts;

3715

(4) Maintaining offices or agencies for the transfer,	3716
exchange, and registration of the partnership's own securities or	3717
maintaining trustees or depositories with respect to those	3718
securities;	3719

(5) Selling through independent contractors;

3720

(6) Soliciting or obtaining orders, whether by mail or	3721
through employees or agents or otherwise, if the orders require	3722
acceptance outside this state before they become contracts;	3723

(7) Creating or acquiring indebtedness, with or without a	3724
mortgage or other security interest in property;	3725

(8) Collecting debts or foreclosing mortgages or other	3726
security interests in property securing the debts, and holding,	3727
protecting, and maintaining property so acquired;	3728

(9) Conducting an isolated transaction that is completed	3729
within thirty days and is not one in the course of similar	3730
transactions;	3731

(10) Transacting business in interstate commerce.

3732

(B) For purposes of section 1776.86 of the Revised Code, the	3733
ownership in this state of income-producing real property or	3734
tangible personal property, other than property excluded under	3735
division (A) of this section, constitutes transacting business in	3736
this state.	3737

(C) This section does not apply in determining the contacts	3738
or activities that may subject a foreign limited liability	3739
partnership to service of process, taxation, or regulation under	3740
any other law of this state.	3741

Sec. 1776.89. The attorney general may maintain an action to	3742
restrain a foreign limited liability partnership from transacting	3743
business in this state that is in violation of division (C) of	3744
section 1776.85 of the Revised Code.	3745

Sec. 1776.91. This chapter shall be applied and construed to	3746
effectuate the general purpose to make uniform the law with	3747
respect to the subject of this chapter among states enacting the	3748
uniform partnership act (1997) except where it expressly differs	3749
substantially from the uniform partnership act (1997).	3750

Sec. 1776.92. This chapter may be cited as the "Ohio Uniform	3751
Partnership Act (1997)."	3752

Sec. 1776.95. (A) Prior to the first day of January, 2010,	3753
this chapter governs the following partnerships:	3754

(1) A partnership formed on or after the first day of	3755
January, 2009, except a partnership that is continuing the	3756
business of a dissolved partnership under section 1775.40 of the	3757
Revised Code;	3758

(2) A partnership formed before the first day of January,	3759
2009, that elects pursuant to division (C) of this section, to be	3760
governed by this chapter.	3761

(B) On and after the first day of January, 2010, this chapter	3762
governs all partnerships.	3763

(C)(1) On and after the first day of January, 2009, but prior	3764
to the first day of January, 2010, a partnership voluntarily may	3765
elect, in the manner provided in its partnership agreement or by	3766
law for amending the partnership agreement, to be governed by this	3767
chapter.	3768

(2) The provisions of this chapter relating to the liability	3769
of the partnership's partners to third parties apply to limit	3770
those partners' liability to a third party who did business with	3771
the partnership within one year before the partnership's election	3772
to be governed by this chapter only if the third party knows or	3773
has received a notification of the partnership's election to be	3774
governed by this chapter.	3775

Sec. 1776.96. This chapter does not affect any action or	3776
proceeding that commences, or any right that accrues, before the	3777
date the partnership is governed by this chapter as determined	3778
pursuant to section 1776.95 of the Revised Code.	3779

Sec. 1777.07. (A) This chapter does not govern any	3780
partnership on and after the first day of January, 2010.	3781

(B) This chapter does not govern any partnership that is	3782
formed on or after the first day of January, 2009. Chapter 1776.	3783
of the Revised Code governs any partnership formed on or after	3784
that date.	3785

(C) This chapter does not govern any partnership that elects	3786
to be governed by Chapter 1776. of the Revised Code pursuant to	3787
procedures in division (C) of section 1776.95 of the Revised Code,	3788
on and after the date the partnership elects to be governed by	3789
that chapter.	3790

Sec. 1779.12. (A) This chapter does not govern any	3791
partnership on and after the first day of January, 2010.	3792

(B) This chapter does not govern any partnership that is	3793
formed on or after the first day of January, 2009. Chapter 1776.	3794
of the Revised Code governs any partnership formed on or after	3795
that date.	3796

(C) This chapter does not govern any partnership that elects	3797
to be governed by Chapter 1776. of the Revised Code pursuant to	3798
procedures in division (C) of section 1776.95 of the Revised	3799
Code, on and after the date the partnership elects to be governed	3800
by that chapter.	3801

Sec. 1782.02.  (A) The name of any limited partnership, as	3802
set forth in its certificate of limited partnership, shall include	3803
"Limited Partnership," "L.P.," "Limited," or "Ltd." and shall not	3804
contain the name of a limited partner unless either of the	3805
following are true:	3806

(1) It is also the name of a general partner;

3807

(2) The business of the limited partnership had been carried	3808
on under that name before the admission of that limited partner.	3809

(B) The name of a limited partnership shall be	3810
distinguishable upon the records in the office of the secretary of	3811
state from all of the following:	3812

(1) The name of any other limited partnership registered in	3813
the office of the secretary of state pursuant to this chapter,	3814
whether domestic or foreign;	3815

(2) The name of any domestic corporation that is formed under	3816
Chapter 1701. or 1702. of the Revised Code or any foreign	3817
corporation that is registered pursuant to Chapter 1703. of the	3818
Revised Code;	3819

(3) The name of any limited liability company registered in	3820
the office of the secretary of state pursuant to Chapter 1705. of	3821
the Revised Code, whether domestic or foreign;	3822

(4) The name of any limited liability partnership registered	3823
in the office of the secretary of state pursuant to Chapter 1775.	3824
or 1776. of the Revised Code, whether domestic or foreign;	3825

(5) Any trade name the exclusive right to which is at the	3826
time in question registered in the office of the secretary of	3827
state pursuant to Chapter 1329. of the Revised Code.	3828

Sec. 1782.20.  (A) Except as provided in division (C) of this	3829
section, when no certificate of limited partnership has been	3830
filed, a person who contributes to a business enterprise and who	3831
erroneously but in good faith believes that hethe person has	3832
become a limited partner in the enterprise is not a general	3833
partner in the enterprise and is not bound by its obligations by	3834
reason of making the contribution, receiving distributions from	3835
the enterprise, or exercising any rights of a limited partner, if,	3836
within a reasonable time after ascertaining the mistake, hethe	3837
person does either of the following:	3838

(1) Causes an appropriate certificate of limited partnership	3839
to be executed and filed;	3840

(2) Takes the action that is necessary to withdraw from the	3841
enterprise under the provisions of Chapter 1775. or 1776. of the	3842
Revised Code.	3843

(B) Except as provided in division (C) of this section, when	3844
a certificate of limited partnership has been filed, a person who	3845
contributes to a business enterprise and who erroneously but in	3846
good faith believes that hethe person has become a limited	3847
partner in the enterprise is not a general partner in the	3848
enterprise and is not bound by its obligations by reason of making	3849
the contribution, receiving distributions from the enterprise, or	3850
exercising any rights of a limited partner, if, within a	3851
reasonable time after ascertaining that the filed certificate of	3852
limited partnership inaccurately refers to himthe person as a	3853
general partner, hethe person does any of the following:	3854

(1) Causes an appropriate certificate of amendment to be	3855
executed and filed amending the filed certificate of limited	3856
partnership;	3857

(2) Takes such action as is necessary to withdraw from the	3858
enterprise under the provisions of section 1782.32 of the Revised	3859
Code;	3860

(3) Executes and files a certificate of disclaimer of general	3861
partner status, together with a copy of the certificate of limited	3862
partnership that inaccurately refers to himthe person as a	3863
general partner, in the office of the secretary of state and	3864
provides to the partnership a copy of that certificate of	3865
disclaimer. A certificate of disclaimer of general partner status	3866
shall be on a form prescribed by the secretary of state and shall	3867
include all of the following:	3868

(a) The name of the limited partnership and the file number	3869
assigned to it by the secretary of state;	3870

(b) The date of the filing that inaccurately refers to the	3871
person as a general partner;	3872

(c) The name of the person who inaccurately was referred to	3873
as a general partner.	3874

(C) A person who makes a contribution of the kind described	3875
in division (A) or (B) of this section and who knew or should have	3876
known either that no certificate of limited partnership has been	3877
filed or that a certificate of limited partnership has been filed	3878
that inaccurately refers to himthe person as a general partner is	3879
liable as a general partner to any third party who actually	3880
believed in good faith that the person was a general partner, but	3881
only to the extent that the third party acted in reasonable	3882
reliance on that belief and extended credit to the partnership in	3883
reasonable reliance on the credit of the person.	3884

(D) If a person who has filed a certificate of disclaimer of	3885
general partner status pursuant to division (B)(3) of this section	3886
becomes aware that any statement in the certificate of disclaimer	3887
was materially false when made or that any arrangement or other	3888
fact described in the certificate has changed and that the	3889
certificate of disclaimer thus is materially inaccurate, the	3890
person promptly shall execute and file a certificate of	3891
cancellation of disclaimer of general partner status in the office	3892
of the secretary of state and provide a copy of that certificate	3893
of cancellation of disclaimer of general partner status to the	3894
partnership. The certificate of cancellation of disclaimer of	3895
general partner status shall be on a form prescribed by the	3896
secretary of state and shall include all of the following:	3897

(1) The name of the limited partnership and the file number	3898
assigned to it by the secretary of state;	3899

(2) The date on which the certificate of disclaimer of	3900
general partner status in question was filed;	3901

(3) The name of the person identified on the certificate of	3902
disclaimer of general partner status pursuant to division	3903
(B)(3)(c) of this section.	3904

Sec. 1782.60.  (A) This chapter shall be applied and	3905
construed to effectuate its general purpose to make uniform the	3906
law with respect to the subject of this chapter among states	3907
enacting the Uniform Limited Partnership Act (1985), national	3908
conference of commissioners on uniform state laws, except to the	3909
extent that the provisions of this chapter differ from those of	3910
that uniform act.	3911

(B) In any case not provided for in this chapter, the	3912
provisions of Chapter 1775. or 1776. of the Revised Code govern.	3913

Sec. 1782.64. (A) A limited partnership may become a limited	3914
liability limited partnership by doing all of the following:	3915

(1) Obtaining approval of the terms and conditions of the	3916
limited partnership becoming a limited liability limited	3917
partnership by the vote necessary to amend the limited partnership	3918
agreement. When a limited partnership agreement expressly	3919
considers contribution obligations, the required vote is the vote	3920
necessary to amend those provisions.	3921

(2) Filing a statement of qualification under division (C) of	3922
section 1776.81 of the Revised Code;	3923

(3) Complying with the name requirements of section 1776.82	3924
of the Revised Code.	3925

(B) A limited liability limited partnership continues to be	3926
the same entity that existed before the filing of a statement of	3927
qualification under division (C) of section 1776.81 of the Revised	3928
Code.	3929

(C) Division (C) of section 1776.36 and division (B) of	3930
section 1776.37 of the Revised Code apply to both general and	3931
limited partners of a limited liability limited partnership.	3932

Sec. 2307.30. (A) A joint debtor may make a separate	3933
composition or compromise with any creditor. Any composition or	3934
compromise shall be a full and effectual discharge to the debtor	3935
who makes it, but only to that person, from all liability to the	3936
creditor with whom it is made, according to its terms. A debtor	3937
who makes such a composition or compromise may take from the	3938
creditor a note or memorandum in writing exonerating the debtor	3939
from all individual liability incurred by reason of the joint	3940
debt. That note or memorandum may be given in evidence to bar the	3941
creditor's right of recovery against the debtor. If joint	3942
liability is by judgment in a court of record in this state, on	3943
production to and filing of the note or memorandum with the clerk	3944
of the court, the clerk shall discharge the judgment of record as	3945
far as the compromising debtor is concerned.	3946

(B) A compromise or composition with one joint debtor shall	3947
not discharge other joint debtors or impair the right of the	3948
creditor to proceed against other joint debtors who have not been	3949
discharged. A joint debtor who is proceeded against may	3950
counterclaim against the creditor for any demand that could have	3951
been asserted as a counterclaim had the suit by the creditor been	3952
brought against all of the joint debtors.	3953

(C) A compromise or discharge of one joint debtor does not	3954
prevent the other joint debtors from availing themselves of any	3955
defense, except that they shall not set up the discharge of one	3956
debtor as a discharge of the others unless it appears that all	3957
were intended to be discharged. The discharge of one debtor is	3958
deemed a payment to the creditor equal to the proportionate	3959
liability of the discharged debtor.	3960

(D) A compromise or composition by a joint debtor with a	3961
creditor does not affect any right the other joint debtors have to	3962
call on the discharged debtor for that person's ratable portion of	3963
the joint debt.	3964

Sec. 2329.66.  (A) Every person who is domiciled in this	3965
state may hold property exempt from execution, garnishment,	3966
attachment, or sale to satisfy a judgment or order, as follows:	3967

(1)(a) In the case of a judgment or order regarding money	3968
owed for health care services rendered or health care supplies	3969
provided to the person or a dependent of the person, one parcel or	3970
item of real or personal property that the person or a dependent	3971
of the person uses as a residence. Division (A)(1)(a) of this	3972
section does not preclude, affect, or invalidate the creation	3973
under this chapter of a judgment lien upon the exempted property	3974
but only delays the enforcement of the lien until the property is	3975
sold or otherwise transferred by the owner or in accordance with	3976
other applicable laws to a person or entity other than the	3977
surviving spouse or surviving minor children of the judgment	3978
debtor. Every person who is domiciled in this state may hold	3979
exempt from a judgment lien created pursuant to division (A)(1)(a)	3980
of this section the person's interest, not to exceed five thousand	3981
dollars, in the exempted property.	3982

(b) In the case of all other judgments and orders, the	3983
person's interest, not to exceed five thousand dollars, in one	3984
parcel or item of real or personal property that the person or a	3985
dependent of the person uses as a residence.	3986

(2) The person's interest, not to exceed one thousand	3987
dollars, in one motor vehicle;	3988

(3) The person's interest, not to exceed two hundred dollars	3989
in any particular item, in wearing apparel, beds, and bedding, and	3990
the person's interest, not to exceed three hundred dollars in each	3991
item, in one cooking unit and one refrigerator or other food	3992
preservation unit;	3993

(4)(a) The person's interest, not to exceed four hundred	3994
dollars, in cash on hand, money due and payable, money to become	3995
due within ninety days, tax refunds, and money on deposit with a	3996
bank, savings and loan association, credit union, public utility,	3997
landlord, or other person. Division (A)(4)(a) of this section	3998
applies only in bankruptcy proceedings. This exemption may include	3999
the portion of personal earnings that is not exempt under division	4000
(A)(13) of this section.	4001

(b) Subject to division (A)(4)(d) of this section, the	4002
person's interest, not to exceed two hundred dollars in any	4003
particular item, in household furnishings, household goods,	4004
appliances, books, animals, crops, musical instruments, firearms,	4005
and hunting and fishing equipment, that are held primarily for the	4006
personal, family, or household use of the person;	4007

(c) Subject to division (A)(4)(d) of this section, the	4008
person's interest in one or more items of jewelry, not to exceed	4009
four hundred dollars in one item of jewelry and not to exceed two	4010
hundred dollars in every other item of jewelry;	4011

(d) Divisions (A)(4)(b) and (c) of this section do not	4012
include items of personal property listed in division (A)(3) of	4013
this section.	4014

If the person does not claim an exemption under division	4015
(A)(1) of this section, the total exemption claimed under division	4016
(A)(4)(b) of this section shall be added to the total exemption	4017
claimed under division (A)(4)(c) of this section, and the total	4018
shall not exceed two thousand dollars. If the person claims an	4019
exemption under division (A)(1) of this section, the total	4020
exemption claimed under division (A)(4)(b) of this section shall	4021
be added to the total exemption claimed under division (A)(4)(c)	4022
of this section, and the total shall not exceed one thousand five	4023
hundred dollars.	4024

(5) The person's interest, not to exceed an aggregate of	4025
seven hundred fifty dollars, in all implements, professional	4026
books, or tools of the person's profession, trade, or business,	4027
including agriculture;	4028

(6)(a) The person's interest in a beneficiary fund set apart,	4029
appropriated, or paid by a benevolent association or society, as	4030
exempted by section 2329.63 of the Revised Code;	4031

(b) The person's interest in contracts of life or endowment	4032
insurance or annuities, as exempted by section 3911.10 of the	4033
Revised Code;	4034

(c) The person's interest in a policy of group insurance or	4035
the proceeds of a policy of group insurance, as exempted by	4036
section 3917.05 of the Revised Code;	4037

(d) The person's interest in money, benefits, charity,	4038
relief, or aid to be paid, provided, or rendered by a fraternal	4039
benefit society, as exempted by section 3921.18 of the Revised	4040
Code;	4041

(e) The person's interest in the portion of benefits under	4042
policies of sickness and accident insurance and in lump sum	4043
payments for dismemberment and other losses insured under those	4044
policies, as exempted by section 3923.19 of the Revised Code.	4045

(7) The person's professionally prescribed or medically	4046
necessary health aids;	4047

(8) The person's interest in a burial lot, including, but not	4048
limited to, exemptions under section 517.09 or 1721.07 of the	4049
Revised Code;	4050

(9) The person's interest in the following:

4051

(a) Moneys paid or payable for living maintenance or rights,	4052
as exempted by section 3304.19 of the Revised Code;	4053

(b) Workers' compensation, as exempted by section 4123.67 of	4054
the Revised Code;	4055

(c) Unemployment compensation benefits, as exempted by	4056
section 4141.32 of the Revised Code;	4057

(d) Cash assistance payments under the Ohio works first	4058
program, as exempted by section 5107.75 of the Revised Code;	4059

(e) Benefits and services under the prevention, retention,	4060
and contingency program, as exempted by section 5108.08 of the	4061
Revised Code;	4062

(f) Disability financial assistance payments, as exempted by	4063
section 5115.06 of the Revised Code.	4064

(10)(a) Except in cases in which the person was convicted of	4065
or pleaded guilty to a violation of section 2921.41 of the Revised	4066
Code and in which an order for the withholding of restitution from	4067
payments was issued under division (C)(2)(b) of that section or in	4068
cases in which an order for withholding was issued under section	4069
2907.15 of the Revised Code, and only to the extent provided in	4070
the order, and except as provided in sections 3105.171, 3105.63,	4071
3119.80, 3119.81, 3121.02, 3121.03, and 3123.06 of the Revised	4072
Code, the person's right to a pension, benefit, annuity,	4073
retirement allowance, or accumulated contributions, the person's	4074
right to a participant account in any deferred compensation	4075
program offered by the Ohio public employees deferred compensation	4076
board, a government unit, or a municipal corporation, or the	4077
person's other accrued or accruing rights, as exempted by section	4078
145.56, 146.13, 148.09, 742.47, 3307.41, 3309.66, or 5505.22 of	4079
the Revised Code, and the person's right to benefits from the Ohio	4080
public safety officers death benefit fund;	4081

(b) Except as provided in sections 3119.80, 3119.81, 3121.02,	4082
3121.03, and 3123.06 of the Revised Code, the person's right to	4083
receive a payment under any pension, annuity, or similar plan or	4084
contract, not including a payment from a stock bonus or	4085
profit-sharing plan or a payment included in division (A)(6)(b) or	4086
(10)(a) of this section, on account of illness, disability, death,	4087
age, or length of service, to the extent reasonably necessary for	4088
the support of the person and any of the person's dependents,	4089
except if all the following apply:	4090

(i) The plan or contract was established by or under the	4091
auspices of an insider that employed the person at the time the	4092
person's rights under the plan or contract arose.	4093

(ii) The payment is on account of age or length of service.

4094

(iii) The plan or contract is not qualified under the	4095
"Internal Revenue Code of 1986," 100 Stat. 2085, 26 U.S.C. 1, as	4096
amended.	4097

(c) Except for any portion of the assets that were deposited	4098
for the purpose of evading the payment of any debt and except as	4099
provided in sections 3119.80, 3119.81, 3121.02, 3121.03, and	4100
3123.06 of the Revised Code, the person's right in the assets held	4101
in, or to receive any payment under, any individual retirement	4102
account, individual retirement annuity, "Roth IRA," or education	4103
individual retirement account that provides benefits by reason of	4104
illness, disability, death, or age, to the extent that the assets,	4105
payments, or benefits described in division (A)(10)(c) of this	4106
section are attributable to any of the following:	4107

(i) Contributions of the person that were less than or equal	4108
to the applicable limits on deductible contributions to an	4109
individual retirement account or individual retirement annuity in	4110
the year that the contributions were made, whether or not the	4111
person was eligible to deduct the contributions on the person's	4112
federal tax return for the year in which the contributions were	4113
made;	4114

(ii) Contributions of the person that were less than or equal	4115
to the applicable limits on contributions to a Roth IRA or	4116
education individual retirement account in the year that the	4117
contributions were made;	4118

(iii) Contributions of the person that are within the	4119
applicable limits on rollover contributions under subsections 219,	4120
402(c), 403(a)(4), 403(b)(8), 408(b), 408(d)(3), 408A(c)(3)(B),	4121
408A(d)(3), and 530(d)(5) of the "Internal Revenue Code of 1986,"	4122
100 Stat. 2085, 26 U.S.C.A. 1, as amended.	4123

(d) Except for any portion of the assets that were deposited	4124
for the purpose of evading the payment of any debt and except as	4125
provided in sections 3119.80, 3119.81, 3121.02, 3121.03, and	4126
3123.06 of the Revised Code, the person's right in the assets held	4127
in, or to receive any payment under, any Keogh or "H.R. 10" plan	4128
that provides benefits by reason of illness, disability, death, or	4129
age, to the extent reasonably necessary for the support of the	4130
person and any of the person's dependents.	4131

(11) The person's right to receive spousal support, child	4132
support, an allowance, or other maintenance to the extent	4133
reasonably necessary for the support of the person and any of the	4134
person's dependents;	4135

(12) The person's right to receive, or moneys received during	4136
the preceding twelve calendar months from, any of the following:	4137

(a) An award of reparations under sections 2743.51 to 2743.72	4138
of the Revised Code, to the extent exempted by division (D) of	4139
section 2743.66 of the Revised Code;	4140

(b) A payment on account of the wrongful death of an	4141
individual of whom the person was a dependent on the date of the	4142
individual's death, to the extent reasonably necessary for the	4143
support of the person and any of the person's dependents;	4144

(c) Except in cases in which the person who receives the	4145
payment is an inmate, as defined in section 2969.21 of the Revised	4146
Code, and in which the payment resulted from a civil action or	4147
appeal against a government entity or employee, as defined in	4148
section 2969.21 of the Revised Code, a payment, not to exceed five	4149
thousand dollars, on account of personal bodily injury, not	4150
including pain and suffering or compensation for actual pecuniary	4151
loss, of the person or an individual for whom the person is a	4152
dependent;	4153

(d) A payment in compensation for loss of future earnings of	4154
the person or an individual of whom the person is or was a	4155
dependent, to the extent reasonably necessary for the support of	4156
the debtor and any of the debtor's dependents.	4157

(13) Except as provided in sections 3119.80, 3119.81,	4158
3121.02, 3121.03, and 3123.06 of the Revised Code, personal	4159
earnings of the person owed to the person for services in an	4160
amount equal to the greater of the following amounts:	4161

(a) If paid weekly, thirty times the current federal minimum	4162
hourly wage; if paid biweekly, sixty times the current federal	4163
minimum hourly wage; if paid semimonthly, sixty-five times the	4164
current federal minimum hourly wage; or if paid monthly, one	4165
hundred thirty times the current federal minimum hourly wage that	4166
is in effect at the time the earnings are payable, as prescribed	4167
by the "Fair Labor Standards Act of 1938," 52 Stat. 1060, 29	4168
U.S.C. 206(a)(1), as amended;	4169

(b) Seventy-five per cent of the disposable earnings owed to	4170
the person.	4171

(14) The person's right in specific partnership property, as	4172
exempted by division (B)(3) of section 1775.24 of the Revised Code	4173
or the person's rights in a partnership pursuant to section	4174
1776.50 of the Revised Code, except as otherwise set forth in	4175
section 1776.50 of the Revised Code;	4176

(15) A seal and official register of a notary public, as	4177
exempted by section 147.04 of the Revised Code;	4178

(16) The person's interest in a tuition unit or a payment	4179
under section 3334.09 of the Revised Code pursuant to a tuition	4180
payment contract, as exempted by section 3334.15 of the Revised	4181
Code;	4182

(17) Any other property that is specifically exempted from	4183
execution, attachment, garnishment, or sale by federal statutes	4184
other than the "Bankruptcy Reform Act of 1978," 92 Stat. 2549, 11	4185
U.S.C.A. 101, as amended;	4186

(18) The person's interest, not to exceed four hundred	4187
dollars, in any property, except that division (A)(18) of this	4188
section applies only in bankruptcy proceedings.	4189

(B) As used in this section:

4190

(1) "Disposable earnings" means net earnings after the	4191
garnishee has made deductions required by law, excluding the	4192
deductions ordered pursuant to section 3119.80, 3119.81, 3121.02,	4193
3121.03, or 3123.06 of the Revised Code.	4194

(2) "Insider" means:

4195

(a) If the person who claims an exemption is an individual, a	4196
relative of the individual, a relative of a general partner of the	4197
individual, a partnership in which the individual is a general	4198
partner, a general partner of the individual, or a corporation of	4199
which the individual is a director, officer, or in control;	4200

(b) If the person who claims an exemption is a corporation, a	4201
director or officer of the corporation; a person in control of the	4202
corporation; a partnership in which the corporation is a general	4203
partner; a general partner of the corporation; or a relative of a	4204
general partner, director, officer, or person in control of the	4205
corporation;	4206

(c) If the person who claims an exemption is a partnership, a	4207
general partner in the partnership; a general partner of the	4208
partnership; a person in control of the partnership; a partnership	4209
in which the partnership is a general partner; or a relative in, a	4210
general partner of, or a person in control of the partnership;	4211

(d) An entity or person to which or whom any of the following	4212
applies:	4213

(i) The entity directly or indirectly owns, controls, or	4214
holds with power to vote, twenty per cent or more of the	4215
outstanding voting securities of the person who claims an	4216
exemption, unless the entity holds the securities in a fiduciary	4217
or agency capacity without sole discretionary power to vote the	4218
securities or holds the securities solely to secure to debt and	4219
the entity has not in fact exercised the power to vote.	4220

(ii) The entity is a corporation, twenty per cent or more of	4221
whose outstanding voting securities are directly or indirectly	4222
owned, controlled, or held with power to vote, by the person who	4223
claims an exemption or by an entity to which division (B)(2)(d)(i)	4224
of this section applies.	4225

(iii) A person whose business is operated under a lease or	4226
operating agreement by the person who claims an exemption, or a	4227
person substantially all of whose business is operated under an	4228
operating agreement with the person who claims an exemption.	4229

(iv) The entity operates the business or all or substantially	4230
all of the property of the person who claims an exemption under a	4231
lease or operating agreement.	4232

(e) An insider, as otherwise defined in this section, of a	4233
person or entity to which division (B)(2)(d)(i), (ii), (iii), or	4234
(iv) of this section applies, as if the person or entity were a	4235
person who claims an exemption;	4236

(f) A managing agent of the person who claims an exemption.

4237

(3) "Participant account" has the same meaning as in section	4238
148.01 of the Revised Code.	4239

(4) "Government unit" has the same meaning as in section	4240
148.06 of the Revised Code.	4241

(C) For purposes of this section, "interest" shall be	4242
determined as follows:	4243

(1) In bankruptcy proceedings, as of the date a petition is	4244
filed with the bankruptcy court commencing a case under Title 11	4245
of the United States Code;	4246

(2) In all cases other than bankruptcy proceedings, as of the	4247
date of an appraisal, if necessary under section 2329.68 of the	4248
Revised Code, or the issuance of a writ of execution.	4249

An interest, as determined under division (C)(1) or (2) of	4250
this section, shall not include the amount of any lien otherwise	4251
valid pursuant to section 2329.661 of the Revised Code.	4252

Sec. 4715.22.  (A) As used in this section, "health care	4253
facility" means either of the following:	4254

(1) A hospital registered under section 3701.07 of the	4255
Revised Code;	4256

(2) A "home" as defined in section 3721.01 of the Revised	4257
Code.	4258

(B) A licensed dental hygienist shall practice under the	4259
supervision, order, control, and full responsibility of a dentist	4260
licensed under this chapter. A dental hygienist may practice in a	4261
dental office, public or private school, health care facility,	4262
dispensary, or public institution. Except as provided in division	4263
(C) or (D) of this section, a dental hygienist may not provide	4264
dental hygiene services to a patient when the supervising dentist	4265
is not physically present at the location where the dental	4266
hygienist is practicing.	4267

(C) A dental hygienist may provide, for not more than fifteen	4268
consecutive business days, dental hygiene services to a patient	4269
when the supervising dentist is not physically present at the	4270
location at which the services are provided if all of the	4271
following requirements are met:	4272

(1) The dental hygienist has at least two years and a minimum	4273
of three thousand hours of experience in the practice of dental	4274
hygiene.	4275

(2) The dental hygienist has successfully completed a course	4276
approved by the state dental board in the identification and	4277
prevention of potential medical emergencies.	4278

(3) The dental hygienist complies with written protocols for	4279
emergencies the supervising dentist establishes.	4280

(4) The dental hygienist does not perform, while the	4281
supervising dentist is absent from the location, procedures while	4282
the patient is anesthetized, definitive root planing, definitive	4283
subgingival curettage, or other procedures identified in rules the	4284
state dental board adopts.	4285

(5) The supervising dentist has evaluated the dental	4286
hygienist's skills.	4287

(6) The supervising dentist examined the patient not more	4288
than seven months prior to the date the dental hygienist provides	4289
the dental hygiene services to the patient.	4290

(7) The dental hygienist complies with written protocols or	4291
written standing orders that the supervising dentist establishes.	4292

(8) The supervising dentist completed and evaluated a medical	4293
and dental history of the patient not more than one year prior to	4294
the date the dental hygienist provides dental hygiene services to	4295
the patient and, except when the dental hygiene services are	4296
provided in a health care facility, the supervising dentist	4297
determines that the patient is in a medically stable condition.	4298

(9) If the dental hygiene services are provided in a health	4299
care facility, a doctor of medicine and surgery or osteopathic	4300
medicine and surgery who holds a current certificate issued under	4301
Chapter 4731. of the Revised Code or a registered nurse licensed	4302
under Chapter 4723. of the Revised Code is present in the health	4303
care facility when the services are provided.	4304

(10) In advance of the appointment for dental hygiene	4305
services, the patient is notified that the supervising dentist	4306
will be absent from the location and that the dental hygienist	4307
cannot diagnose the patient's dental health care status.	4308

(11) The dental hygienist is employed by, or under contract	4309
with, one of the following:	4310

(a) The supervising dentist;

4311

(b) A dentist licensed under this chapter who is one of the	4312
following:	4313

(i) The employer of the supervising dentist;

4314

(ii) A shareholder in a professional association formed under	4315
Chapter 1785. of the Revised Code of which the supervising dentist	4316
is a shareholder;	4317

(iii) A member or manager of a limited liability company	4318
formed under Chapter 1705. of the Revised Code of which the	4319
supervising dentist is a member or manager;	4320

(iv) A shareholder in a corporation formed under division (B)	4321
of section 1701.03 of the Revised Code of which the supervising	4322
dentist is a shareholder;	4323

(v) A partner or employee of a partnership or a limited	4324
liability partnership formed under Chapter 1775. or 1776. of the	4325
Revised Code of which the supervising dentist is a partner or	4326
employee.	4327

(c) A government entity that employs the dental hygienist to	4328
provide dental hygiene services in a public school or in	4329
connection with other programs the government entity administers.	4330

(D) A dental hygienist may provide dental hygiene services to	4331
a patient when the supervising dentist is not physically present	4332
at the location at which the services are provided if the services	4333
are provided as part of a dental hygiene program that is approved	4334
by the state dental board and all of the following requirements	4335
are met:	4336

(1) The program is operated through a school district board	4337
of education or the governing board of an educational service	4338
center; the board of health of a city or general health district	4339
or the authority having the duties of a board of health under	4340
section 3709.05 of the Revised Code; a national, state, district,	4341
or local dental association; or any other public or private entity	4342
recognized by the state dental board.	4343

(2) The supervising dentist is employed by or a volunteer	4344
for, and the patients are referred by, the entity through which	4345
the program is operated.	4346

(3) The services are performed after examination and	4347
diagnosis by the dentist and in accordance with the dentist's	4348
written treatment plan.	4349

(E) No person shall do either of the following:

4350

(1) Practice dental hygiene in a manner that is separate or	4351
otherwise independent from the dental practice of a supervising	4352
dentist;	4353

(2) Establish or maintain an office or practice that is	4354
primarily devoted to the provision of dental hygiene services.	4355

(F) The state dental board shall adopt rules under division	4356
(C) of section 4715.03 of the Revised Code identifying procedures	4357
a dental hygienist may not perform when practicing in the absence	4358
of the supervising dentist pursuant to division (C) or (D) of this	4359
section.	4360

Sec. 4749.03.  (A)(1) Any individual, including a partner in	4361
a partnership, may be licensed as a private investigator under a	4362
class B license, or as a security guard provider under a class C	4363
license, or as a private investigator and a security guard	4364
provider under a class A license, if the individual meets all of	4365
the following requirements:	4366

(a) Has a good reputation for integrity, has not been	4367
convicted of a felony within the last twenty years or any offense	4368
involving moral turpitude, and has not been adjudicated	4369
incompetent for the purpose of holding the license, as provided in	4370
section 5122.301 of the Revised Code, without having been restored	4371
to legal capacity for that purpose.	4372

(b) Depending upon the class of license for which application	4373
is made, for a continuous period of at least two years immediately	4374
preceding application for a license, has been engaged in	4375
investigatory or security services work for a law enforcement or	4376
other public agency engaged in investigatory activities, or for a	4377
private investigator or security guard provider, or engaged in the	4378
practice of law, or has acquired equivalent experience as	4379
determined by rule of the director of public safety.	4380

(c) Demonstrates competency as a private investigator or	4381
security guard provider by passing an examination devised for this	4382
purpose by the director, except that any individually licensed	4383
person who qualifies a corporation for licensure shall not be	4384
required to be reexamined if the person qualifies the corporation	4385
in the same capacity that the person was individually licensed.	4386

(d) Submits evidence of comprehensive general liability	4387
insurance coverage, or other equivalent guarantee approved by the	4388
director in such form and in principal amounts satisfactory to the	4389
director, but not less than one hundred thousand dollars for each	4390
person and three hundred thousand dollars for each occurrence for	4391
bodily injury liability, and one hundred thousand dollars for	4392
property damage liability.	4393

(e) Pays the requisite examination and license fees.

4394

(2) A corporation may be licensed as a private investigator	4395
under a class B license, or as a security guard provider under a	4396
class C license, or as a private investigator and a security guard	4397
provider under a class A license, if an application for licensure	4398
is filed by an officer of the corporation and the officer, another	4399
officer, or the qualifying agent of the corporation satisfies the	4400
requirements of divisions (A)(1) and (F)(1) of this section.	4401
Officers and the statutory agent of a corporation shall be	4402
determined in accordance with Chapter 1701. of the Revised Code.	4403

(3) At least one partner in a partnership shall be licensed	4404
as a private investigator, or as a security guard provider, or as	4405
a private investigator and a security guard provider. Partners in	4406
a partnership shall be determined as provided for in Chapter 1775.	4407
or 1776. of the Revised Code.	4408

(B) An application for a class A, B, or C license shall be	4409
completed in the form the director prescribes. In the case of an	4410
individual, the application shall state the applicant's name,	4411
birth date, citizenship, physical description, current residence,	4412
residences for the preceding ten years, current employment,	4413
employment for the preceding seven years, experience	4414
qualifications, the location of each of the applicant's offices in	4415
this state, and any other information that is necessary in order	4416
for the director to comply with the requirements of this chapter.	4417
In the case of a corporation, the application shall state the name	4418
of the officer or qualifying agent filing the application; the	4419
state in which the corporation is incorporated and the date of	4420
incorporation; the states in which the corporation is authorized	4421
to transact business; the name of its qualifying agent; the name	4422
of the officer or qualifying agent of the corporation who	4423
satisfies the requirements of divisions (A)(1) and (F)(1) of this	4424
section and the birth date, citizenship, physical description,	4425
current residence, residences for the preceding ten years, current	4426
employment, employment for the preceding seven years, and	4427
experience qualifications of that officer or qualifying agent; and	4428
other information that the director requires. A corporation may	4429
specify in its application information relative to one or more	4430
individuals who satisfy the requirements of divisions (A)(1) and	4431
(F)(1) of this section.	4432

The application described in this division shall be	4433
accompanied by all of the following:	4434

(1) One recent full-face photograph of the applicant or, in	4435
the case of a corporation, of each officer or qualifying agent	4436
specified in the application as satisfying the requirements of	4437
divisions (A)(1) and (F)(1) of this section;	4438

(2) Character references from at least five reputable	4439
citizens for the applicant or, in the case of a corporation, for	4440
each officer or qualifying agent specified in the application as	4441
satisfying the requirements of divisions (A)(1) and (F)(1) of this	4442
section, each of whom has known the applicant, officer, or	4443
qualifying agent for at least five years preceding the	4444
application, and none of whom are connected with the applicant,	4445
officer, or qualifying agent by blood or marriage;	4446

(3) An examination fee of twenty-five dollars for the	4447
applicant or, in the case of a corporation, for each officer or	4448
qualifying agent specified in the application as satisfying the	4449
requirements of divisions (A)(1) and (F)(1) of this section, and a	4450
license fee in the amount the director determines, not to exceed	4451
three hundred seventy-five dollars. The license fee shall be	4452
refunded if a license is not issued.	4453

(C)(1) Each individual applying for a license and each	4454
individual specified by a corporation as an officer or qualifying	4455
agent in an application shall submit one complete set of	4456
fingerprints directly to the superintendent of the bureau of	4457
criminal identification and investigation for the purpose of	4458
conducting a criminal records check. The individual shall provide	4459
the fingerprints using a method the superintendent prescribes	4460
pursuant to division (C)(2) of section 109.572 of the Revised Code	4461
and fill out the form the superintendent prescribes pursuant to	4462
division (C)(1) of section 109.572 of the Revised Code. An	4463
applicant who intends to carry a firearm as defined in section	4464
2923.11 of the Revised Code in the course of business or	4465
employment shall so notify the superintendent. This notification	4466
is in addition to any other requirement related to carrying a	4467
firearm that applies to the applicant. The individual or	4468
corporation requesting the criminal records check shall pay the	4469
fee the superintendent prescribes.	4470

(2) The superintendent shall conduct the criminal records	4471
check as set forth in division (B) of section 109.572 of the	4472
Revised Code. If an applicant intends to carry a firearm in the	4473
course of business or employment, the superintendent shall make a	4474
request to the federal bureau of investigation for any information	4475
and review the information the bureau provides pursuant to	4476
division (B)(2) of section 109.572 of the Revised Code. The	4477
superintendent shall submit all results of the completed	4478
investigation to the director of public safety.	4479

(3) If the director determines that the applicant, officer,	4480
or qualifying agent meets the requirements of divisions (A)(1)(a),	4481
(b), and (d) of this section and that an officer or qualifying	4482
agent meets the requirement of division (F)(1) of this section,	4483
the director shall notify the applicant, officer, or agent of the	4484
time and place for the examination. If the director determines	4485
that an applicant does not meet the requirements of divisions	4486
(A)(1)(a), (b), and (d) of this section, the director shall notify	4487
the applicant that the applicant's application is refused and	4488
refund the license fee. If the director determines that none of	4489
the individuals specified in the application of a corporation as	4490
satisfying the requirements of divisions (A)(1) and (F)(1) of this	4491
section meet the requirements of divisions (A)(1)(a), (b), and (d)	4492
and (F)(1) of this section, the director shall notify the	4493
corporation that its application is refused and refund the license	4494
fee. If the bureau assesses the director a fee for any	4495
investigation, the director, in addition to any other fee assessed	4496
pursuant to this chapter, may assess the applicant, officer, or	4497
qualifying agent, as appropriate, a fee that is equal to the fee	4498
assessed by the bureau.	4499

(D) If upon application, investigation, and examination, the	4500
director finds that the applicant or, in the case of a	4501
corporation, any officer or qualifying agent specified in the	4502
application as satisfying the requirements of divisions (A)(1) and	4503
(F)(1) of this section, meets the applicable requirements, the	4504
director shall issue the applicant or the corporation a class A,	4505
B, or C license. The director also shall issue an identification	4506
card to an applicant, but not an officer or qualifying agent of a	4507
corporation, who meets the applicable requirements. The license	4508
and identification card shall state the licensee's name, the	4509
classification of the license, the location of the licensee's	4510
principal place of business in this state, and the expiration date	4511
of the license, and, in the case of a corporation, it also shall	4512
state the name of each officer or qualifying agent who satisfied	4513
the requirements of divisions (A)(1) and (F)(1) of this section.	4514

Licenses expire on the first day of March following the date	4515
of initial issue, and on the first day of March of each year	4516
thereafter. Annual renewals shall be according to the standard	4517
renewal procedures contained in Chapter 4745. of the Revised Code,	4518
upon payment of an annual renewal fee the director determines, not	4519
to exceed two hundred seventy-five dollars. No license shall be	4520
renewed if the licensee or, in the case of a corporation, each	4521
officer or qualifying agent who qualified the corporation for	4522
licensure no longer meets the applicable requirements of this	4523
section. No license shall be renewed unless the licensee provides	4524
evidence of workers' compensation risk coverage and unemployment	4525
compensation insurance coverage, other than for clerical employees	4526
and excepting sole proprietors who are exempted therefrom, as	4527
provided for in Chapters 4123. and 4141. of the Revised Code,	4528
respectively, as well as the licensee's state tax identification	4529
number. No reexamination shall be required for renewal of a	4530
current license.	4531

For purposes of this chapter, a class A, B, or C license	4532
issued to a corporation shall be considered as also having	4533
licensed the individuals who qualified the corporation for	4534
licensure, for as long as they are associated with the	4535
corporation.	4536

For purposes of this division, "sole proprietor" means an	4537
individual licensed under this chapter who does not employ any	4538
other individual.	4539

(E) The director may issue a duplicate copy of a license	4540
issued under this section for the purpose of replacement of a	4541
lost, spoliated, or destroyed license, upon payment of a fee the	4542
director determines, not exceeding twenty-five dollars. Any change	4543
in license classification requires new application and application	4544
fees.	4545

(F)(1) In order to qualify a corporation for a class A, B, or	4546
C license, an officer or qualifying agent may qualify another	4547
corporation for similar licensure, provided that the officer or	4548
qualifying agent is actively engaged in the business of both	4549
corporations.	4550

(2) Each officer or qualifying agent who qualifies a	4551
corporation for class A, B, or C licensure shall surrender any	4552
personal license of a similar nature that the officer or	4553
qualifying agent possesses.	4554

(3) Upon written notification to the director, completion of	4555
an application similar to that for original licensure, surrender	4556
of the corporation's current license, and payment of a twenty-five	4557
dollar fee, a corporation's class A, B, or C license may be	4558
transferred to another corporation.	4559

(4) Upon written notification to the director, completion of	4560
an application similar to that for an individual seeking class A,	4561
B, or C licensure, payment of a twenty-five dollar fee, and, if	4562
the individual was the only individual that qualified a	4563
corporation for licensure, surrender of the corporation's license,	4564
any officer or qualifying agent who qualified a corporation for	4565
licensure under this chapter may obtain a similar license in the	4566
individual's own name without reexamination. A request by an	4567
officer or qualifying agent for an individual license shall not	4568
affect a corporation's license unless the individual is the only	4569
individual that qualified the corporation for licensure or all the	4570
other individuals who qualified the corporation for licensure	4571
submit such requests.	4572

(G) If a corporation is for any reason no longer associated	4573
with an individual who qualified it for licensure under this	4574
chapter, an officer of the corporation shall notify the director	4575
of that fact by certified mail, return receipt requested, within	4576
ten days after the association terminates. If the notification is	4577
so given, the individual was the only individual that qualified	4578
the corporation for licensure, and the corporation submits the	4579
name of another officer or qualifying agent to qualify the	4580
corporation for the license within thirty days after the	4581
association terminates, the corporation may continue to operate in	4582
the business of private investigation, the business of security	4583
services, or both businesses in this state under that license for	4584
ninety days after the association terminates. If the officer or	4585
qualifying agent whose name is submitted satisfies the	4586
requirements of divisions (A)(1) and (F)(1) of this section, the	4587
director shall issue a new license to the corporation within that	4588
ninety-day period. The names of more than one individual may be	4589
submitted.	4590

Sec. 5810.11.  (A)(1) Except as otherwise provided in	4591
division (C) of this section or unless personal liability is	4592
imposed in the contract, a trustee who holds an interest as a	4593
general partner in a general or limited partnership is not	4594
personally liable on a contract entered into by the partnership	4595
after the trust's acquisition of the interest if the fiduciary	4596
capacity was disclosed. A partnership certificate that is filed	4597
pursuant to Chapter 1776. or 1777. or another chapter of the	4598
Revised Code and that indicates that a trustee holds a general	4599
partnership interest in a fiduciary capacity by the use following	4600
the name or signature of the trustee of the words "as trustee" or	4601
other words that indicate the trustee's fiduciary capacity	4602
constitutes a sufficient disclosure for purposes of this division.	4603

(2) If a partnership certificate is not required to be filed	4604
pursuant to Chapter 1776. or 1777. or another chapter of the	4605
Revised Code, a sufficient disclosure for purposes of division (A)	4606
of this section can be made by a trustee if a certificate that is	4607
filed with the recorder of the county in which the partnership's	4608
principal office or place of business is situated and with the	4609
recorder of each county in which the partnership owns real estate	4610
satisfies all of the following requirements:	4611

(a) The certificate states in full the names of all persons	4612
holding interests in the partnership and their places of	4613
residence.	4614

(b) The certificate is signed by all persons who are general	4615
partners in the partnership and is acknowledged by a person	4616
authorized to take acknowledgements of deeds.	4617

(c) The certificate uses the words "trustee under the (will	4618
or trust) of (name of decedent or settlor)," or other words that	4619
indicate the trustee's fiduciary capacity, following the trustee's	4620
name or signature.	4621

(3) A contract or other written instrument that is delivered	4622
to a party that contracts with the partnership in which a trustee	4623
holds a general partnership interest in a fiduciary capacity and	4624
that indicates that the trustee so holds the interest constitutes	4625
a disclosure for purposes of division (A)(1) of this section with	4626
respect to transactions between the party and the partnership. If	4627
a disclosure has been made by a certificate in accordance with	4628
division (A) of this section, a disclosure for purposes of	4629
division (A) of this section with respect to such transactions	4630
exists regardless of whether a contract or other instrument	4631
indicates the trustee holds the general partnership interest in a	4632
fiduciary capacity.	4633

(B) Except as otherwise provided in division (C) of this	4634
section, a trustee who holds an interest as a general partner in a	4635
general or limited partnership is not personally liable for torts	4636
committed by the partnership or for obligations arising from	4637
ownership or control of the interest unless the trustee is	4638
personally at fault.	4639

(C) The immunity provided by this section does not apply if	4640
an interest in the partnership is held by the trustee in a	4641
capacity other than that of trustee or is held by the trustee's	4642
spouse or one or more of the trustee's descendants, siblings, or	4643
parents, or the spouse of any of them.	4644

(D) If the trustee of a revocable trust holds an interest as	4645
a general partner in a general or limited partnership, the settlor	4646
is personally liable for contracts and other obligations of the	4647
partnership as if the settlor were a general partner.	4648

Sec. 5815.35.  (A)(1) As used in this division, fiduciary"	4649
means any person, association, or corporation, other than a	4650
trustee of a testamentary trust, an assignee or trustee for an	4651
insolvent debtor, or a guardian under Chapter 5905. of the Revised	4652
Code, that is appointed by and accountable to the probate court,	4653
and that is acting in a fiduciary capacity for another or charged	4654
with duties in relation to any property, interest, or estate for	4655
another's benefit. A fiduciary also includes an agency under	4656
contract with the department of mental retardation and	4657
developmental disabilities for the provision of protective service	4658
under sections 5123.55 to 5123.59 of the Revised Code, when	4659
appointed by and accountable to the probate court as a guardian or	4660
trustee for a mentally retarded or developmentally disabled	4661
person.	4662

(2) A fiduciary who enters a contract as fiduciary on or	4663
after March 22, 1984, is not personally liable on that contract,	4664
unless the contract otherwise specifies, if the contract is within	4665
the fiduciary's authority and the fiduciary discloses that the	4666
contract is being entered into in a fiduciary capacity. In a	4667
contract, the words "fiduciary" or "as fiduciary" or other words	4668
that indicate one's fiduciary capacity following the name or	4669
signature of a fiduciary are sufficient disclosure for purposes of	4670
this division.	4671

(B)(1) As used in this division, "partnership" includes a	4672
partnership composed of only general partners and a partnership	4673
composed of general and limited partners.	4674

(2) Subject to division (D) of this section, an executor or	4675
administrator who acquires, in a fiduciary capacity, a general	4676
partnership interest upon the death of a general partner of a	4677
partnership is not personally liable for any debt, obligation, or	4678
liability of the partnership that arises from the executor's or	4679
administrator's actions, except as provided in this division, as a	4680
general partner, or for any debt, obligation, or liability of the	4681
partnership for which the executor or administrator otherwise	4682
would be personally liable because the executor or administrator	4683
holds the general partnership interest, if the executor or	4684
administrator discloses that the general partnership interest is	4685
held by the executor or administrator in a fiduciary capacity.	4686
This immunity does not apply if an executor or administrator	4687
causes loss or injury to a person who is not a partner in the	4688
partnership by a wrongful act or omission. This immunity is not	4689
available to an executor or administrator who holds a general	4690
partnership interest in a fiduciary capacity if the spouse or any	4691
lineal descendants of the executor or administrator, or the	4692
executor or administrator other than in a fiduciary capacity,	4693
holds any interest in the partnership.	4694

A partnership certificate that is filed pursuant to Chapter	4695
1777. or another chapter of the Revised Code and that indicates	4696
that an executor or administrator holds a general partnership	4697
interest in a fiduciary capacity by the use following the name or	4698
signature of the executor or administrator of the words "executor	4699
under the will of (name of decedent)" or "administrator of the	4700
estate of (name of decedent)" or other words that indicate the	4701
executor's or administrator's fiduciary capacity constitutes a	4702
sufficient disclosure for purposes of this division.	4703

If a partnership certificate is not required to be filed	4704
pursuant to Chapter 1776. or 1777. or another chapter of the	4705
Revised Code, a sufficient disclosure for purposes of this	4706
division can be made by an executor or administrator if a	4707
certificate that satisfies the following requirements is filed	4708
with the recorder of the county in which the partnership's	4709
principal office or place of business is situated and with the	4710
recorder of each county in which the partnership owns real estate:	4711

(a) The certificate shall state in full the names of all	4712
persons holding interests in the partnership and their places of	4713
residence;	4714

(b) The certificate shall be signed by all persons who are	4715
general partners in the partnership, and shall be acknowledged by	4716
a person authorized to take acknowledgements of deeds;	4717

(c) The certificate shall use the words "executor under the	4718
will of (name of decedent)" or "administrator of the estate of	4719
(name of decedent)" or other words that indicate the executor's or	4720
administrator's fiduciary capacity, following the name or	4721
signature of the executor or administrator.	4722

A contract or other written instrument delivered to a party	4723
that contracts with the partnership in which an executor or	4724
administrator holds a general partnership interest in a fiduciary	4725
capacity, which indicates that the executor or administrator so	4726
holds the interest, constitutes a disclosure for purposes of this	4727
division with respect to transactions between the party and the	4728
partnership. If a disclosure has been made by a certificate in	4729
accordance with this division, a disclosure for purposes of this	4730
division with respect to such transactions exists regardless of	4731
whether a contract or other instrument indicates the executor or	4732
administrator holds the general partnership interest in a	4733
fiduciary capacity.	4734

If an executor or administrator acquires, in a fiduciary	4735
capacity, a general partnership interest, the decedent's estate is	4736
liable for debts, obligations, or liabilities of the partnership.	4737

(C) An estate that includes a general partnership interest is	4738
not liable for the debts, obligations, or liabilities of a	4739
partnership in which another estate has a general partnership	4740
interest, merely because the executor or administrator of the	4741
estates holds a general partnership interest in both of the	4742
partnerships in the executor's or administrator's fiduciary	4743
capacities.	4744

(D) Divisions (B) and (C) of this section apply to general	4745
partnership interests held by executors or administrators in their	4746
fiduciary capacities prior to and on or after the effective date	4747
of this sectionMarch 22, 1984. If an appropriate disclosure is	4748
made pursuant to division (B) of this section, the immunity	4749
acquired under that division extends only to debts, obligations,	4750
and liabilities of the partnership arising on and after the date	4751
of the disclosure and to debts, obligations, and liabilities of	4752
the partnership that arose prior to the acquisition of the general	4753
partnership interest by the executor or administrator becoming a	4754
general partner.	4755

Section 2. That existing sections 111.16, 150.05, 1322.03,	4756
1329.01, 1329.02, 1329.04, 1701.05, 1702.05, 1703.04, 1705.05,	4757
1782.02, 1782.20, 1782.60, 2329.66, 4715.22, 4749.03, 5810.11, and	4758
5815.35 of the Revised Code are hereby repealed.	4759

Section 3. That sections 1775.01, 1775.02, 1775.03, 1775.04,	4760
1775.05, 1775.06, 1775.07, 1775.08, 1775.09, 1775.10, 1775.11,	4761
1775.12, 1775.13, 1775.14, 1775.15, 1775.16, 1775.17, 1775.18,	4762
1775.19, 1775.20, 1775.21, 1775.22, 1775.23, 1775.24, 1775.25,	4763
1775.26, 1775.27, 1775.28, 1775.29, 1775.30, 1775.31, 1775.32,	4764
1775.33, 1775.34, 1775.35, 1775.36, 1775.37, 1775.38, 1775.39,	4765
1775.40, 1775.41, 1775.42, 1775.45, 1775.46, 1775.47, 1775.48,	4766
1775.49, 1775.50, 1775.51, 1775.52, 1775.53, 1775.54, 1775.55,	4767
1775.56, 1775.61, 1775.62, 1775.63, 1775.64, 1775.65, 1777.01,	4768
1777.02, 1777.03, 1777.04, 1777.05, 1777.06, 1779.01, 1779.02,	4769
1779.03, 1779.04, 1779.05, 1779.06, 1779.07, 1779.08, 1779.09,	4770
1779.10, and 1779.11 of the Revised Code are hereby repealed,	4771
effective January 1, 2010.	4772